Common use of Notices to Warrantholders Clause in Contracts

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to after the Expiration Closing Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder Warrant Agent and the holders of the Warrants evidenced hereby at its address as shown on in the books of the Company maintained by the Transfer Agent thereof manner set forth in Section 11(a) of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding winding-up, as the case may be. Such notice shall be given at least ten (10) days prior to the action in question and not less than ten (10) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by an identical class of mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants Warrant evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 4.3 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Series C Preferred Stock, or shall offer for subscription pro rata to the holders of its Common Series C Preferred Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Series C Preferred Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Series C Preferred Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Series C Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Series D Preferred Stock, or shall offer for subscription pro rata to the holders of its Common Series D Preferred Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Series D Preferred Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Series D Preferred Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Series D Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale or substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, the Company within 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Warrant Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at any time or from time such holder’s address appearing on the Warrant Register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to timebe mailed under the other provisions of this Section 3.10. The Company shall cause written notice of such later Distribution Date, prior such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Expiration DateWarrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder’s address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall pay make a public announcement in a daily morning newspaper of general circulation in New York City and in San Francisco of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of [Common/Preferred Stock] or make any distribution (other distribution than a cash dividend) to the holders of its Common shares of [Common/Preferred Stock], or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock shares of [Common/Preferred Stock] any additional shares of stock [Common/Preferred Stock] or securities convertible into shares of any class [Common/Preferred Stock] or any other rightright to subscribe thereto, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety), (d) the Company shall give cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant Register, by first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in New York City and in San Francisco of such event, such giving of notice and publication to be completed at least 10 calendar days (or 20 days' calendar days in any case specified in clause (c) above) prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder date fixed as a record date or the date of closing the transfer books for the determination of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 3.10 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant, any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 14, the Company, within 10 calendar days thereafter, shall (i) cause to be filed with the Warrant Agent a certificate signed by the Chairman of the Board of Directors, Chief Executive Officer, the President or any Vice President of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 16. Absent manifest error, the Warrant Agent shall be fully protected in relying in good faith on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. In case at any time or from time to time, prior to the Expiration Date, case: (a) the Company shall order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company (other than a subdivision or combination of outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another corporationis required, or any of the sale or conveyance to another corporation transfer of all or substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, or of any other Organic Change; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases ; then the Company shall give cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant Register, by first-class mail, postage prepaid, and make prompt written notification thereof to the Warrant Agent, such giving of notice and publication to be completed at least 10 calendar days (or 20 days' calendar days in any case specified in clause (d) above) prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder date fixed as a record date or the date of closing the transfer books for the determination of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganization, reclassification, consolidation, proposed merger, sale sale, dissolution, liquidation or conveyancewinding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 16 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, the Company within 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Warrant Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 3.10. The Company shall cause written notice of any time or from time later Distribution Date, any later Expiration Date, any Call Price, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to time, prior be given as soon as practicable to the Expiration DateWarrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall pay make a public announcement in a daily morning newspaper of general circulation in New York City of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least once prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Preferred Stock or make any distribution (other distribution than a cash dividend) to the holders of is shares of Preferred Stock, or (b) the Company shall offer to the holders of its Common Stock, or shall offer for subscription pro rata to the holders shares of its Common Preferred Stock any additional shares of stock Preferred Stock or securities convertible into shares of any class Preferred Stock or any other rightright to subscribe thereto, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety), the Company shall give cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates as such holder's address appearing on the Warrant Register, by first class mail, postage prepaid, and make a public announcement in a daily newspaper of general circulation in New York City of such event, such giving of notice and publication to be completed at least 10 calendar days (or 20 days' calendar days in any case specified in clause (c) above) prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder date fixed as a record date or the date of closing the transfer books for the determination of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 3.10 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In case at any time or from ----------- time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. In Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, the Company within 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Warrant Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at any time or from time such holder's address appearing on the Warrant Register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to timebe mailed under the other provisions of this Section 3.10. The Company shall cause written notice of such later Distribution Date, prior such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Expiration DateWarrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall pay make a public announcement in a daily morning newspaper of general circulation in New York City and in San Francisco of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of [Common/Preferred Stock] or make any distribution (other distribution than a cash dividend) to the holders of its Common shares of [Common/Preferred Stock], or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock shares of [Common/Preferred Stock] any additional shares of stock [Common/Preferred Stock] or securities convertible into shares of any class [Common/Preferred Stock] or any other rightright to subscribe thereto, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety), (d) the Company shall give cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in New York City and in San Francisco of such event, such giving of notice and publication to be completed at least 10 calendar days (or 20 days' calendar days in any case specified in clause (c) above) prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder date fixed as a record date or the date of closing the transfer books for the determination of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 3.10 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale or substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b).

Notices to Warrantholders. (A) Upon any adjustment of the Warrant Price and the number of Shares issuable on exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase of decrease, if any, in the number of Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculations and the facts upon which such calculation is based. The Company shall also publish such notice once in two Authorized Newspapers. For the purpose of this Agreement, an Authorized Newspaper shall mean a newspaper customarily published on each business day, in one or more morning editions or one or more evening editions, or both (and whether or not it shall be published in Saturday and Sunday editions or on holidays), printed in the English language and of general circulation in the Borough of Manhattan, City and State of New York. Failure to give or publish such notice, or any defect therein, shall not affect the legality or validity of the subject adjustments. (B) In case at any time or from time to time, prior to the Expiration Date, : (a) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; (c) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of all or substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, ; then, in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (and publish the time of mailing of such notice shall be deemed to be same in the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof manner set forth in Section 13 of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Such notice shall be given and published at least 30 days prior to the action in question and not less than 30 days prior to the record date or the date on which the Company's transfer books are closed in respect thereof. Failure to give or publish such notice, or any defect therein, shall not affect the legality or validity of any of the matters set forth in this Section 13 inclusive. (C) Upon any redemption of the Warrants pursuant to Section 5 hereof, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, with directions that the Warrant Agent send a copy of each such notice to each registered holder of Warrants by first class mail, postage prepaid, at his address appearing on the Warrant register as of the record date for the determination of the Warrantholders entitled to such documents, which notice shall state the terms for such redemption, setting forth in reasonable detail the procedure for redemption and the effect thereof. The Company shall also publish such notice once in two Authorized Newspapers, one of which shall be the Wall Street Journal. Failure to give or publish such notice, or any defect therein, shall not invalidate any action so takenaffect the legality or validity of the subject redemption. (D) The Company shall cause copies of all financial statements and reports, proxy statements and other documents as it shall send to its stockholders to be sent by first class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing on the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, If: (a) the Company shall pay declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend declared in the ordinary course) to the holders of its shares of Common Stock, or or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible or exchangeable into shares of any class Common Stock or any other rightright to subscribe for or purchase Common Stock, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety), or (d) the Company fixes a Reduced Exercise Price and Reduced Exercise Price Period, then the Company shall give at least 20 days' prior cause written notice (the time of mailing of such notice shall be deemed event to be filed with the time Warrants Agent and shall cause written notice of giving thereof) such event to be given to each of the registered holder holders of the Warrants evidenced hereby Warrant Certificates at its such holder's address as shown appearing on the books Warrants Register, by first-class mail, postage prepaid, such giving of the Company maintained by the Transfer Agent thereof of the date on which notice to be completed (i) except in the case of clause (d) above, at least ten (10) calendar days (or twenty (20) calendar days in any case specified in clause (c) above) prior to the date fixed as a record date or the date of closing the transfer books for the determination of the Company shall close or a record shall be taken for stockholders entitled to such stock dividend, distribution or subscription rights rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up and (ii2) in the case of clause (d) above, as soon as practicable after such reorganizationevent. Such notice shall, reclassificationas and if applicable, consolidationspecify such record date or the date of closing the transfer books, mergeras the case may be. The failure to give the notice required by this Section 15 or any defect therein shall not affect the legality or validity of any dividend, sale or conveyancedistribution, right, option, warrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.2, the Company within ________ calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of Class A Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at any time or from time such holder's address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to time, prior be mailed under the provisions of this Section 7.5. Pursuant to the Expiration DateSections 3. 1 [add other sections as applicable], the Company shall pay cause written notice of such Call Price, Call Date and Call Terms [reference other items as applicable], as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in ___________ of such Call Price, Call Date, and Call Terms [reference other items as applicable], as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Class A Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Class A Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Class A Common Stock any additional shares of stock Class A Common Stock or securities convertible into shares of any class Class A Common Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, Company (other than in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or connection with a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, or sale of all or conveyancesubstantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least _________ calendar days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In case at Upon any time or from time adjustment of the Exercise Price pursuant to timeparagraph 13 hereof, prior the Company within 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate signed by the accounting officer setting forth the Exercise Price after the adjustment and setting forth in reasonable detail the method of calculation and the facts upon which the calculations are based and setting forth the number of Shares purchasable upon exercise of a Warrant after the adjustment in the Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein and (ii) cause to be given to the registered holders of outstanding Warrants at their respective addresses appearing on the Warrant register written notice of the adjustment by first-class mail, postage prepaid. Where appropriate, the notice may be given in advance and included as a part of the notice to be mailed under the other provisions of this paragraph 14. Upon the fixing of an Expiration DateDate other than pursuant to paragraph 7 hereof, the Company shall pay any dividend or make any other distribution cause written notice by first-class mail, postage prepaid, of the Expiration Date to be given as soon as practicable to the Warrant Agent and to the registered holders of its Common Stock, or the outstanding Warrants at their respective addresses appearing on the Warrant register. In case: (a) the Company shall offer for subscription pro rata authorize the issuance to the all holders of its Common Stock any additional shares Shares of rights or warrants to subscribe for or purchase capital stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or of any other subscription rights or warrants; or (b) the Company shall authorize the distribution to all holders of Shares of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in Shares); or (c) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another corporationis required, or any sale or conveyance to another corporation of the property conveyance or transfer of the properties and assets of the Company as an entirety or substantially as an entirety, or there shall be of any capital reorganization or any reclassification of the Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in ; or (e) the Company takes any one or more other action which would require an adjustment of said cases the Exercise Price pursuant to paragraph 13 hereof; then the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed cause to be filed with the time of giving thereof) Warrant Agent and shall cause to be given to the registered holder holders of the outstanding Warrants evidenced hereby at its address as shown their respective addresses appearing on the books of the Company maintained Warrant register, by the Transfer Agent thereof of the date on which first-class mail, postage prepaid, a written notice stating (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of record of Shares to be entitled to receive any rights, warrants or distribution are to be determined or (ii) the Common Stock date on which any consolidation, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that record shall participate in said dividend, distribution or subscription rights or Shareholders shall be entitled to exchange their Common Stock the Shares for securities or other property property, if any, deliverable upon such the consolidation, merger, conveyance, transfer, reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as . Such notice shall be filed and mailed in the case may beof a notice pursuant to clause (i) above at least 10 calendar days before the record date specified, and, in the case of a notice pursuant to clause (ii) above, at least 20 calendar days before the earlier of the dates specified. Failure The failure to give such the notice required by this paragraph 14 or any defect therein shall not invalidate affect the legality or validity of any action so takendistribution, right, warrant, consolidation, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up or the vote upon such action. Nothing contained in the Agreement or in any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as Shareholders in respect of the meetings of Shareholders or the election of directors of the Company or any other matter, or any rights whatsoever as Shareholders.

Notices to Warrantholders. In case (a) Upon any adjustment of the Exercise Price or number of Warrant Shares issuable pursuant to Section 11 hereof, the Company shall as promptly as practicable (x) give a written certificate of the Company to the Warrant Agent of such adjustment or adjustments which certificate shall set forth (i) the number of Warrant Shares issuable upon the exercise of a Warrant and the Exercise Price after such adjustment, (ii) a brief statement of the facts requiring such adjustment, (iii) the computation by which such adjustment was made, and (y) cause to be given to each of the registered Holders of the Warrant Certificates at his address appearing on the Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to rely on the above-referenced certificate(s) and shall be under no duty or responsibility with respect to any such certificate(s), except to exhibit the same from time to time to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or from time responsibility to timeany Holder to determine whether any facts exist that may require any adjustment of the number of Warrant Shares or other stock or property issuable on exercise of the Warrants or the Exercise Price, prior or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Warrant Shares or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Warrant Share or stock certificates or other stock, securities or property upon the exercise of any Warrant. (b) Prior to the Expiration Date, and for so long as the Warrants have not been exercised in full, in the event of: (i) any taking by the Company shall pay of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or make any other distribution to the holders of its Common Stockdistribution, or shall offer for subscription pro rata any right to the holders of its Common Stock subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securities, indebtedness or property, or to receive any other right, option or there shall be warrant; or (ii) any capital reorganization or reclassification of the Common Stock Company, any reclassification or recapitalization of the capital stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company with or into another corporation, to any other party or any sale tender offer or conveyance to another corporation of the property of exchange offer by the Company as an entirety or substantially as an entirety, or there shall be a for shares of Common Stock; or (iii) any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, in any one or more of said cases then the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed cause to be filed with the time of giving thereof) Warrant Agent and shall cause to the registered holder of the Warrants evidenced hereby be given to each Warrantholder at its address as shown appearing on the books of Warrant Register, at least twenty (20) days prior to the Company maintained by the Transfer Agent thereof of the applicable record date on which (i) the books of the Company shall close hereinafter specified, or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that promptly in the case of any Transaction to events for which Section 4.5 applies the Company shall give at least 30 days' prior there is no record date, by first class mail, postage prepaid, a written notice as aforesaid. Such notice shall also specify stating (i) the date as of which the holders of the record of shares of Common Stock entitled to receive any such rights, options, warrants or distributions are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, as well as the date as of which it is expected that the holders of record shall participate in said dividend, distribution or subscription rights or of shares of Common Stock shall be entitled to exchange their Common Stock such shares for securities or other property property, if any, deliverable upon such reorganizationreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up. The failure to give the notice required by this Section 14 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, reclassification, consolidation, merger, sale or conveyance or participate in such conveyance, transfer, dissolution, liquidation liquidation, winding up or winding upaction, as or the case may be. Failure to give such notice shall not invalidate vote upon any action so takenof the foregoing.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Exercise Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to any record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid to each registered holder of Warrants at his address appearing in the warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In case at Upon any time adjustment of (i) the number of Warrant Shares purchasable upon exercise of each Warrant, (ii) the Exercise Price or from time (iii) the number of Warrants outstanding including any adjustment pursuant to time, prior to the Expiration DateSection 12, the Company Company, within twenty (20) Business Days thereafter, shall pay any dividend or make any other distribution (x) cause to be filed with the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock Warrant Agent a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Warrant Shares purchasable upon exercise of each Warrant or consolidation or merger the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the Company with or into another corporation, or any sale or conveyance to another corporation correctness of the property matters set forth therein, and (y) direct the Warrant Agent to give written notice to each of the registered Holders at such Holder’s address appearing on the Warrant Register. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 15. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent fraud, recklessness, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). If: the Company as proposes to take any action that would require an entirety or substantially as an entirety, adjustment pursuant to Section 12 (unless no adjustment is required pursuant to Section 12(g)); or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety). then the Company shall give cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the Holders at such Holder’s address appearing on the Warrant Register, such giving of notice to be completed at least 20 days' ten (10) Business Days prior written notice (to the time of mailing effective date of such action (or the applicable record date for such action if earlier). Such notice shall be deemed specify the proposed effective date of such action and, if applicable, the record date and the material terms of such action. The failure to be give the time notice required by this Section 15 or any defect therein shall not affect the legality or validity of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividendany action, distribution or subscription rights or (ii) such reorganizationdistribution, reclassificationright, consolidation, merger, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) Nothing contained in this Agreement shall be construed as conferring upon the holders of Warrants the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or any rights whatsoever as a stockholder of the Company. If, however, at any time or from time to time, prior to the Expiration Dateexpiration of the Warrants and their exercise, any of the following events shall occur: (1) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (2) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (3) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (4) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such events, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to any record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid to each registered holder of Warrants at his address appearing in the warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 1 l(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, winding-up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 1(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, winding-up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 1(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, If: (a) the Company shall pay declare any dividend payable in any securities upon its shares of Common Stock, or make any distribution (other distribution than a cash dividend declared in the ordinary course) to the holders of its Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock Common Stock or securities convertible or exchangeable into shares of any class Common Stock or any right to subscribe for or purchase Common Stock; or (c) the Company shall dissolve, liquidate or wind up (other rightthan in connection with a Fundamental Change); or (d) the Company shall fix a Reduced Exercise Price and Reduced Exercise Price Period; then the Company shall cause written notice of such event to be filed with the Warrants Agent and shall cause written notice of such event to be given to each of the registered Warrantholders at the most recent address in the Warrants Register by first-class mail, or there postage prepaid, and such notice shall be any capital reorganization given (i) in the case of clauses (a) or reclassification (b) above, at least ten (10) calendar days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the Common Stock stockholders entitled to such dividend, distribution or subscription rights, (ii) in the case of clause (c) above, at least twenty (20) calendar days prior to the Company or consolidation or merger date fixed as a record date for the determination of the Company with or into another corporation, or any sale or conveyance stockholders entitled to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary vote on such proposed dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice and (the time of mailing of such notice shall be deemed to be the time of giving thereofiii) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice clause (d) above, as aforesaidsoon as practicable after such event. Such notice shall also shall, as and if applicable, specify such record date or the date as of which closing the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding uptransfer books, as the case may be. Failure to give such the notice required by this Section 15 or any defect therein shall not invalidate affect the legality or validity of any dividend, distribution, offer, right, option, warrant, dissolution, liquidation or winding up, the fixing of a Reduced Exercise Price or Reduced Exercise Price Period, or the vote upon or any other action so takentaken in connection with the foregoing.

Notices to Warrantholders. In case at Upon any time adjustment of the number of Shares purchasable upon exercise of each Warrant, the Exercise Price or from time the number of Warrants outstanding pursuant to time, prior to the Expiration DateSection 13, the Company within 20 calendar days thereafter shall pay (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause the Warrant Agent to give to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 15. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Class A Common Stock or make any distribution (other distribution than a cash dividend declared in the ordinary course) to the holders of its shares of Class A Common Stock, or or (b) the Company shall offer for subscription pro rata to the holders of its shares of Class A Common Stock any additional shares of stock Class A Common Stock or securities convertible or exchangeable into shares of any class Class A Common Stock or any other rightright to subscribe for or purchase Class A Common Stock, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety), then the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) cause written notice of such event to be filed with the books Warrant Agent and shall cause written notice of such event to be given to each of the Company shall close registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily morning English language newspaper of general circulation in New York City, New York, and in a daily morning Norwegian language newspaper of general circulation in Oslo, Norway, of such event, such giving of notice and publication to be completed at least 10 calendar days (or 20 calendar days in any case specified in clause (c) above) prior to the date fixed as a record shall be taken date or the date of closing the transfer books for the determination of the stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 15 or any defect therein shall not affect the legality or validity of any dividend, mergerdistribution, sale or conveyanceright, option, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith. If at any time the name of the Warrant Agent shall take placebe changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, as the case Warrant Agent whose name has changed may beadopt the countersignature under its prior name; and if at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate Warrant Certificates and in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenthis Agreement.

Notices to Warrantholders. In Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant, any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 12, the Company, within 20 calendar days thereafter, shall (i) cause to be filed with the Warrant Agent a certificate signed by the Chairman of the Board, Chief Executive Officer, the President or any Vice President of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 14. The Warrant Agent shall be fully protected in relying in good faith on any time or from time such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to timehave knowledge of, prior to the Expiration Date, any adjustment unless and until it shall have received such a certificate. If: (a) the Company shall order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible into shares of any class Common Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety); then the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) cause written notice of such event to be filed with the books Warrant Agent and shall cause written notice of such event to be given to each of the Company shall close registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in New York City of such event, and make prompt written notification thereof to the Warrant Agent, such giving of notice and publication to be completed at least 10 calendar days (or 20 calendar days in any case specified in clause (c) above) prior to the date fixed as a record shall be taken date or the date of closing the transfer books for the determination of the stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 14 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon 116 such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. (a) Upon any adjustment of the Exercise Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to after the Expiration Closing Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder Warrant Agent and the holders of the Warrants evidenced hereby at its address as shown on in the books of the Company maintained by the Transfer Agent thereof manner set forth in Section 11(a) of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding winding-up, as the case may be. Such notice shall be given at least ten (10) days prior to the action in question and not less than ten (10) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by an identical class of mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Class A or Class B warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Class A or Class B warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Class A and Class B warrants at their addresses appearing in the Class A or Class B warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) Nothing contained in this Agreement shall be construed as conferring upon the holders of Class A and Class B warrants the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or any rights whatsoever as a stockholder of the Company. If, however, at any time or from time to time, prior to the Expiration Dateexpiration of the Class A and Class B warrants and their exercise, any of the following events shall occur: (1) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (2) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (3) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (4) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such events, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to any record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid to each registered holder of Class A and Class B warrants at his address appearing in the warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares issuable on exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent and to J.W. Barclay & Co., Inc., which notixx xxxxx xxxte the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also publish such notice once in an Authorized Newspaper. For the purposes of this Agreement, an Authorized Newspaper shall mean a newspaper customarily published on each business day, in one or more morning editions or one or more evening editions, or both (and whether or not it shall be published in Saturday and Sunday editions or on holidays), printed in the English language and of general circulation in the City of New York, State of New York. Failure to give or publish such notice, or any defect therein, shall not affect the legality or validity of the subject adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (1) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; (2) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; (3) there shall be any capital reorganization or reclassification (other than a reclassification involving merely the subdivision or combination of the outstanding Common Stock Stock) or merger or consolidation of the Company with, or consolidation sale of all or merger substantially all of the Company with or into its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (4) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company, ; then, in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (and publish the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that same in the case of any Transaction to which manner set forth in this Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid12 hereinabove. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution distribution, or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation liquidation, or winding up, as the case may be. Such notice shall be given and published at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereof. Failure to give or publish such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this section 12 inclusive. (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents as it shall send to its stockholders to be sent by first-class mail of the United States Postal Service, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing on the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 12, the Company, within 20 calendar days thereafter (except as otherwise provided in Section 12(j)), shall (i) cause to be filed with the Warrant Agent a certificate signed by the Chairman of the Board, Chief Executive Officer, the President, any Vice President or Treasurer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 14. The Warrant Agent shall be fully protected in relying in good faith on any time or from time such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to timehave knowledge of, prior to the Expiration Date, any adjustment unless and until it shall have received such a certificate. If: (a) the Company shall order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible into shares of any class Common Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety); or (d) an Organic Change is to be consummated; then the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) cause written notice of such event to be filed with the books Warrant Agent and shall cause written notice of such event to be given to each of the Company shall close registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in New York City of such event, and make prompt written notification thereof to the Warrant Agent, such giving of notice and publication to be completed at least 10 calendar days (or 20 calendar days in any case specified in paragraph (c) above) prior to the date fixed as a record shall be taken date or the date of closing the transfer books for the determination of the stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 14 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.2, the Company within _______ calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of Preferred Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at any time or from time such holder's address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to time, prior be mailed under the provisions of this Section 7.5. Pursuant to the Expiration DateSections 3.1 [add other sections as applicable], the Company shall pay cause written notice of such Call Price, Call Date and Call Terms [reference other items as applicable], as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in __________ of such Call Price, Call Date, and Call Terms [reference other items as applicable], as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Preferred Stock or make any distribution (other distribution than a cash dividend) to the holders of its Common shares of Preferred Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its Common shares of Preferred Stock any additional shares of stock Preferred Stock or securities convertible into shares of any class Preferred Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, Company (other than in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or connection with a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar days prior to the date fixed as a record date or conveyancethe date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. (i) Upon any adjustment of the Warrant Price and the number of Ordinary Shares issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their addresses (ii) In case at any time or from time to time, prior to the Expiration Date, : (I) the Company shall pay any dividend dividends payable in stock upon its Ordinary Shares or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, Ordinary Shares; or (II) the Company shall offer for subscription pro rata to the holders of its Common Stock Ordinary Shares any additional shares of stock of any class or any other right, rights; or (III) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, ; or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or (IV) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. In case at (a) Upon any time or from time adjustment of the Exercise Price and Purchase Rate pursuant to time, prior to the Expiration DateSection 4 hereof, the Company within twenty (20) days thereafter will cause to be given to each of the registered Warrantholders at its last address as appearing on the records of the Company written notice of such adjustment by first-class mail. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 11. (b) In case: (i) the Company shall pay any (A) declare a dividend or make any other a distribution to on the holders outstanding shares of its Common Stock in shares of Common Stock, (B) subdivide or shall offer for subscription pro rata to reclassify the holders outstanding shares of its Common Stock any additional into a greater number of outstanding shares of stock Common Stock or (C) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock; (ii) the Company proposes to take any class action described in clause (ii) or (iii) of the first sentence of Section 4(b) hereof or any other right, or there shall be any capital reorganization or reclassification action which would require an adjustment of the Common Stock Exercise Price pursuant to Section 4 hereof; or (iii) of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company, then, in any one or more of said cases ; 10 then the Company shall give will cause to be given to each of the Warrantholders at such Warrantholder's last address appearing on the records of the Company, at least 20 days' days prior to such event (or in the event of a dividend or distribution the payment thereof), by first-class mail a written notice stating (A) the time date as of mailing which the Warrantholders of such notice shall be deemed record of shares of Common Stock to be the time entitled to receive any such shares of giving thereofCommon Stock, (B) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for any such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, transfer, dissolution, liquidation or winding up shall take placeis expected to become effective, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify and (C) the date as of which the holders it is expected that Warrantholders of the record of shares of Common Stock of record shall participate in said dividend, distribution or subscription rights or shall will be entitled to exchange their shares of Common Stock for securities or other property property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, sale conveyance, transfer, dissolution, liquidation or conveyance winding up. The failure to give the notice required by this Section 11 or participate in such any defect therein will not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, as or the case may be. Failure to give such notice shall not invalidate vote upon any action so takenaction.

Notices to Warrantholders. In Upon any adjustment of (i) the number of Shares purchasable upon exercise of each Warrant, (ii) any Exercise Price or (iii) the number of Warrants outstanding including any adjustment pursuant to Section 12, the Company, within 20 Business Days thereafter, shall (x) cause to be filed with the Warrant Agent a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (y) cause the Warrant Agent to give written notice to each of the registered holders of the Warrants at such holder’s address appearing on the Warrant Register. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 16. The Warrant Agent shall be fully protected in relying on any time such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent negligence, bad faith or from time to timewillful misconduct (each as determined by a final non-appealable order, prior to the Expiration Datejudgment, ruling or decree of a court of competent jurisdiction). If: (a) the Company shall order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible into shares of any class Common Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety); or (d) a Fundamental Change is to be consummated; then the Company shall give at least 20 days' prior cause written notice (the time of mailing of such notice shall be deemed event to be filed with the time Warrant Agent and shall cause written notice of giving thereof) such event to be given to each of the registered holder holders of the Warrants evidenced hereby at its such holder’s address as shown appearing on the Warrant Register, such giving of notice to be completed at least 10 calendar days (or 20 calendar days in any case specified in paragraphs (c) or (d) above) prior to the date fixed as a record date or the date of closing the transfer books for the determination of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 16 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. (A) Upon any adjustment of the Warrant Price or the number of Shares issuable on exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the registered holders of the Warrants and to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice, or any defect therein, shall not affect the legality or validity of the subject adjustment. (B) In case at any time or from time to time, prior to the Expiration Date, : (a) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; (c) there shall be any capital reorganization or reclassification (other than a reclassification involving merely the subdivision or combination of the outstanding Common Stock Stock) or merger or consolidation of the Company with, or consolidation sale of all or merger substantially all of the Company with or into its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, Company then, in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof manner set forth above in this Section 12 of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.,

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassificationreclassifica- tion, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, winding-up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all finan- cial statemenxx xnd reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. (a) Notices to Warrantholders shall be mailed to such holders at the addresses of such holders as they appear in the Warrant Register. Any such notice shall be sufficiently given if sent by first-class certified or registered mail, postage prepaid, facsimile or overnight courier. (b) In case at the event (i) of any time consolidation or from time merger or binding exchange of interests to time, prior to the Expiration Date, which the Company shall pay is a party and for which approval of the Holder or any dividend or make any other distribution to the holders of its Common Stockequity interests of the Company is required, or shall offer for subscription pro rata to of the holders conveyance or sale of its Common Stock any additional shares all or substantially all of stock the assets of the Company, or of any class or any other right, or there shall be any capital reorganization or reclassification change of the Common Stock or other securities issuable upon exercise of the Warrants (other than the rights offering made pursuant to an agreement between the Holder and the Company for which no notice shall be required); or consolidation or merger (ii) the Company shall make any distribution in respect of the Company with Common Stock; or into another corporation, or any sale or conveyance to another corporation (iii) of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases ; then the Company shall give send to each Warrantholder at least 20 days' thirty (30) days prior to the applicable date hereinafter specified, a written notice stating (A) the time of mailing of such notice shall be deemed to be date for the time of giving thereof) to the registered holder determination of the Warrants evidenced hereby at its address as shown on holders of Common Stock (or other securities issuable upon the books exercise of the Company maintained by Warrants) entitled to receive any such distribution, (B) the Transfer Agent thereof initial expiration date set forth in any offer for exchange of interests, or (C) the date on which (i) the books of the Company shall close or a record shall be taken for any such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or exchange of interests, conveyance, transfer, reclassification, dissolution, liquidation or winding up shall take placeis expected to become effective or consummated, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify and the date as of which the it is expected that holders of the record of Common Stock (or other securities issuable upon the exercise of record shall participate in said dividend, distribution or subscription rights or the Warrants) shall be entitled to exchange their such Common Stock for securities or other property property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such exchange of interests, conveyance, transfer, dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Class A Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to after the Expiration Closing Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Class A Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Class A Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Class A Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; (v) then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder Warrant Agent and the holders of the Warrants evidenced hereby at its address as shown on in the books of the Company maintained by the Transfer Agent thereof manner set forth in Section 11(a) of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Class A Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Class A Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding winding-up, as the case may be. The Company will cause such notice to be delivered at least ten (10) days prior to the action in question and not less than ten (10) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to the Company stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In case at any time or from time to time, prior to the Expiration Date, So long as this Warrant shall be outstanding and unexercised (a) if the Company shall pay any dividend or make any other distribution upon the Common Stock or (b) if the Company shall offer to the holders of its Common Stock, or shall offer Stock for subscription pro rata to the holders of its Common Stock or purchase by them any additional shares of stock of any class or any other right, rights or there shall be (c) if any capital reorganization or of the Company, reclassification of the Common Stock capital stock of the Company or Company, consolidation or merger of the Company with or into another corporation, sale, lease or any sale or conveyance to another corporation of the property transfer of the Company as an entirety or substantially as an entiretyto another corporation, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany shall be effected, then, in any one or more of said cases such case, the Company shall give cause to be delivered to the Warrantholder, at least 20 days' ten (10) days prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder date specified in (i) or (ii) below, as the case may be, a notice containing a brief description of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of proposed action and stating the date on which (i) the books of the Company shall close or a record shall is to be taken for the purpose of such stock dividenddividend or distribution, distribution or subscription rights or (ii) such reclassification, reorganization, reclassification, consolidation, merger, sale or conveyance, lease, dissolution, liquidation or winding up shall is to take placeplace and the date, as the case may beif any, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such conveyance, dissolution, liquidation or winding up. Additionally, so long as this Warrant shall be outstanding and unexercised, if the case may be. Failure Company shall make any adjustment to give the Exercise Price, the Company shall cause to be delivered to the Warrantholder, within twenty (20) days after the date of such adjustment, a notice shall not invalidate any action so takencontaining a description of the calculations pertaining to such adjustment and stating the date on which the adjustment to the Exercise Price became effective.

Notices to Warrantholders. In case at Upon any time adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or from time the number of Warrants outstanding pursuant to time, prior to the Expiration DateSection 3.1, the Company within _______ calendar days thereafter shall pay (i) cause to be filed with the Warrant Agent a certificate of the Chief Financial Officer of the Company setting forth the Exercise Price and either the number of shares of Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the provisions of this Section 7.5. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible into shares of any class Common Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, Company (other than in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or connection with a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar days prior to the date fixed as a record date or conveyancethe date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In case at any time or from ----------- time to time, prior to the Expiration Date, the Company shall pay any dividend or make any other distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares issuable on exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make make. any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of all or substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company, ; then, in any one or more of said cases such cases, the Company shall give at least 20 written notice to all Warrant holders of record not fewer than 10 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) the books of the Company shall close or a record shall be taken for (i) such stock dividend, distribution distribution, or subscription rights rights, or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation liquidation, or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution distribution, or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation liquidation, or winding up, as the case may be. Failure to give or publish such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 13 inclusive. (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents as it shall send to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing on the Warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. (i) Upon any adjustment of the Warrant Price and the number of Ordinary Shares issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the holders of the Warrants, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall mail such notice to the holders of the Warrants at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (ii) In case at any time or from time to time, prior to the Expiration Date, : (I) the Company shall pay any dividend dividends payable in stock upon its Ordinary Shares or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or Ordinary Shares; or (II) the Company shall offer for subscription pro rata to the holders of its Common Stock Ordinary Shares any additional shares of stock of any class or any other right, or rights; or (III) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (IV) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock Ordinary Shares of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, as the case may be. Such notice shall be given at least fifteen (15) days prior to the action in question and not less than fifteen (15) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(ii). (iii) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its shareholders to be sent by first class mail, postage prepaid, on the date of mailing to such shareholders, to each registered holder of Warrants at his address appearing in the warrant register as of the record date for the determination of the shareholders entitled to such documents.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription subscrip- tion pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization reorgani- zation or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale or substantially all of its assets to, another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary involun- tary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the warrant register as of the record date for the determination of the stockholders entitled to such documents.

Notices to Warrantholders. In Upon any adjustment of the number of ------------------------- shares of Common Stock purchasable upon exercise of each Warrant, any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 12, the Company, within 20 calendar days thereafter, shall (i) cause to be filed with the Warrant Agent a certificate signed by the Chairman of the Board, Chief Executive Officer, the President or any Vice President of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 14. The Warrant Agent shall be fully protected in relying in good faith on any time or from time such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to timehave knowledge of, prior to the Expiration Date, any adjustment unless and until it shall have received such a certificate. If: (a) the Company shall order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other distribution than a cash dividend) to the holders of its shares of Common Stock, or ; or (b) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock Common Stock or securities convertible into shares of any class Common Stock or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance right to another corporation of the property of the Company as an entirety or substantially as an entirety, or subscribe thereto; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety); then the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) cause written notice of such event to be filed with the books Warrant Agent and shall cause written notice of such event to be given to each of the Company shall close registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in New York City of such event, and make prompt written notification thereof to the Warrant Agent, such giving of notice and publication to be completed at least 10 calendar days (or 20 calendar days in any case specified in clause (c) above) prior to the date fixed as a record shall be taken date or the date of closing the transfer books for the determination of the stockholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of stockholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 14 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. In case at Upon any time or from time adjustment of the Exercise Price pursuant to time, prior to the Expiration DateSection 12, the Company within 20 days thereafter shall pay any dividend (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing (who may be the regular auditors of the Company) selected by the Board of Directors of the Company setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based and setting forth the number of Warrants to be issued under Subsection 11(f) hereof, or make any other distribution the number of shares of Common Stock (or portion thereof) purchasable upon exercise of a Warrant after such adjustment in the Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the holders of its Common Stockrecord of Warrant Certificates at their respective addresses appearing on the Warrant register written notice of such adjustment by first-class mail, or postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 13. In the event of any of the following: (a) the Company shall offer for subscription pro rata authorize the issuance to the all holders of shares of its Common Stock any additional of rights or warrants to subscribe for or purchase shares of stock Common Stock or of any class other subscription rights or any other right, or there warrants; or (b) the Company shall be any capital reorganization or reclassification authorize the distribution to all holders of the shares of its Common Stock of the Company evidences of its indebtedness or assets (other than cash dividends not exceeding $1.00 per share of Common Stock payable during any 12-month period or distributions or dividends payable in shares of Common Stock); or (c) any consolidation or merger to which the Company is a party and for which 11 approval of any shareholders of the Company with or into another corporationis required, or any sale or conveyance to another corporation of the property conveyance or transfer of the properties and assets of the Company as an entirety as, or substantially as as, an entirety, or there shall be of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or (d) the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company, then, ; or (e) the Company proposes to take any action (other than actions of the character described in any one or more Subsection 12(a) except as required under Subsection 13(c) above) which would require an adjustment of said cases the Exercise Price pursuant to Section 12; then the Company shall give cause to be filed with the Warrant Agent and shall cause to be given to each of the holders of record of the Warrant Certificates at their respective addresses appearing on the Warrant register, at least 20 days' days (or ten days in any case specified in clause (a) or (b) above) prior to the applicable record date hereinafter specified, by first-class mail, postage prepaid, a written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which stating (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the record of shares of Common Stock to be entitled to receive any such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is expected that holders of record shall participate in said dividend, distribution or subscription rights or of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such conveyance, transfer, dissolution, liquidation liquidation, or winding up. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up, as or the case may be. Failure to give vote upon any such notice shall not invalidate any action so takenaction.

Notices to Warrantholders. In Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding, the Company within 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at any time or from time such holder's address appearing on the Warrant Register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to timebe mailed under the other provisions of this Section 3.10. The Company shall cause written notice of such later Distribution Date, prior such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Expiration DateWarrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall pay make a public announcement in a daily morning newspaper of general circulation in New York City and in San Francisco of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its ordinary shares or make any distribution (other distribution than a cash dividend) to the holders of its Common Stockordinary shares, or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock ordinary shares any additional ordinary shares of stock of any class or securities convertible into ordinary shares or any other rightright to subscribe thereto, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, thenmerger or sale of all or substantially all of its property, in any one or more of said cases assets and business as an entirety), the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (i) cause written notice of such event to be filed with the books Warrant Agent and shall cause written notice of such event to be given to each of the Company shall close registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in New York City and in San Francisco of such event, such giving of notice and publication to be completed at least 10 calendar days (or 20 calendar days in any case specified in clause (c) above) prior to the date fixed as a record shall be taken date or the date of closing the transfer books for the determination of the shareholders entitled to such stock dividend, distribution or subscription rights rights, or (ii) for the determination of shareholders entitled to vote on such reorganizationproposed dissolution, reclassificationliquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, consolidationas the case may be. The failure to give the notice required by this Section 3.10 or any defect therein shall not affect the legality or validity of any distribution, mergerright, sale or conveyancewarrant, dissolution, liquidation or winding up shall take place, as or the case may be, provided that vote upon or any other action taken in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takenconnection therewith.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, ; or (ii) the Company shall offer for subscription subscrip- tion pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, rights; or (iii) there shall be any capital reorganization reorgani- zation or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale or substantially all of its assets to, another corporation, ; or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or (iv) there shall be a voluntary or involuntary involun- tary dissolution, liquidation or winding up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to exchange their Common Stock its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the warrant register as of the record date for securities or other property deliverable upon the determination of the stockholders entitled to such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so takendocuments.

Notices to Warrantholders. (a) Upon any adjustment of the Warrant Price and the number of shares of Common Stock issuable upon exercise of a Warrant, then and in each such case, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company shall also mail such notice to the holders of the Warrants at their respective addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall not affect the validity of the adjustments. (b) In case at any time or from time to time, prior to the Expiration Date, : (i) the Company shall pay any dividend dividends payable in stock upon its Common Stock or make any distribution (other distribution than regular cash dividends) to the holders of its Common Stock, or ; or (ii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or any other right, or rights; or (iii) there shall be any capital reorganization or reclassification of the Common Stock capital stock of the Company Company, or consolidation or merger of the Company with with, or into sale of substantially all of its assets to another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or ; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company, then, ; then in any one or more of said cases such cases, the Company shall give at least 20 days' prior written notice (in the time of mailing of such notice shall be deemed to be the time of giving thereofmanner set forth in Section 11(a) to the registered holder of the Warrants evidenced hereby at its address as shown on the books of the Company maintained by the Transfer Agent thereof of the date on which (iA) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (iiB) such reorganization, reclassification, consolidation, merger, sale or conveyancesale, dissolution, liquidation or winding winding-up shall take place, as the case may be, provided that in the case of any Transaction to which Section 4.5 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said such dividend, distribution or subscription rights rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such sale, dissolution, liquidation or winding up, winding-up as the case may be. Such notice shall be given at least thirty (30) days prior to the action in question and not less than thirty (30) days prior to the record date in respect thereof. Failure to give such notice notice, or any defect therein, shall not invalidate affect the legality or validity of any action so takenof the matters set forth in this Section 11(b). (c) The Company shall cause copies of all financial statements and reports, proxy statements and other documents that are sent to its stockholders to be sent by first-class mail, postage prepaid, on the date of mailing to such stockholders, to each registered holder of Warrants at his address appearing in the Warrant register as of the record date for the determination of the stockholders entitled to such documents.