Common use of Other Notices Clause in Contracts

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); (2) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person; (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1) 3.5.1 the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock issuable upon conversion thereof)payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (2) 3.5.3 there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another PersonRestructuring; (3) 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) 3.5.5 there shall be an IPOinitial public offering of Company securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, overnight courier or facsimile, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten fifteen (1015) days days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation, winding-up or public offering, at least ten fifteen (1015) days days' prior written notice of the date when the same shall take place; provided, however, that if any response on the part of the Holder is otherwise required, the Holder shall make a its best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation, winding-up, conversion up or public offering, as the case may be.

Other Notices. If In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (1a) the Company shall declare make any cash dividend upon distributions to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2c) there shall be any reclassification of the Capital Stock of the Company; or (d) there shall be any capital reorganization or reclassification of the capital stock of by the Company; or or (e) there shall be any (i) consolidation or merger of involving the Company withor (ii) sale, transfer or sale other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (3f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; orCompany or any partial liquidation of the Company or distribution to holders of Common Stock; (4g) there shall be an IPOa dividend or distribution anticipated to be given to stock holders; then, in any one or more each of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which (i) the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Shares; (2b) the Company shall declare any dividend upon its Shares payable in securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution to the holders of its Shares; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed each to the registered Holder of this a Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten thirty (1030) days days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten thirty (1030) days prior days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the registered Holder of a Warrant does not exercise such Warrant prior to the occurrence of an event described above, except as provided in Sections 7.1 and 7.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Shares in such event.

Other Notices. If In case at any time: (1) the Company Corporation shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)payable in cash or stock or make any other distribution to the holders of its Common Stock; (2) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (3) there shall be any capital reorganization or reclassification of the capital stock of the Company; Corporation, or a consolidation or merger of the Company withCorporation with or into, or a sale of all or substantially all of its assets to, another Person;entity or entities; or (34) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPOCorporation; then, in any one or more of said cases, the Company Corporation shall give, by first class mail, postage prepaid, or by facsimile transmission to non-U.S. residents, addressed to the Holder each holder of this Warrant any shares of Preferred Stock at the address of such Holder holder as shown on the books of the CompanyCorporation, (a) at least ten (10) days 20 days’ prior written notice 0 f of the date on which the books of the Company Corporation shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) days 20 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any thereto and such notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock Warrant Shares (or Common Stock issuable upon conversion thereof, if applicable); (2) there shall be any capital reorganization reorganization, consolidation or merger of the Company in a transaction pursuant to which the stockholders of the Company immediately prior to such transaction do not hold a majority of the equity interests and voting power of the resulting or surviving entity immediately following such transaction; (3) there shall be any reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person; (34) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (45) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten twenty (1020) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten twenty (1020) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock Warrant Shares (or Common Stock issuable upon conversion thereof, if applicable) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock Warrant Shares (or Common Stock issuable upon conversion thereof, if applicable) shall be entitled to exchange their Series A Preferred Stock Warrant Shares (or Common Stock issuable upon conversion thereof, if applicable) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (3) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (4) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation; or (35) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten twenty (1020) days days' prior written notice 0 f (by the method set forth in Section 3.4 above) of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten twenty (1020) days days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion up or public offeringconversion, as the case may be.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Ordinary Shares; (2b) the Company shall declare any dividend upon its Ordinary Shares payable in shares or make any special dividend or other distribution to the holders of its Ordinary Shares; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personentity; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4e) there the Company shall be an IPOtake or propose to take any other corporate action, prior notice of which is actually provided to holders of the Ordinary Shares; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the CompanyAgent, (ai) at least ten (10) days days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up up, or public offeringother action, at least ten (10) days prior days’ written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the distribution will be made to holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may beOrdinary Shares.

Other Notices. If In case at any time: (1a) the Company Partnership shall declare or pay to all the holders of common units or other equity securities any dividend (whether payable in common units, cash, securities or other property), other than cash dividend upon its Series A Preferred Stock (distributions pursuant to Section 6.3 or Common Stock issuable upon conversion thereof)6.4 of the Partnership’s First Amended and Restated Agreement of Limited Partnership; (2b) the Partnership shall offer for subscription pro rata to all the holders of common units any additional equity interests of any class or other rights; (c) there shall be any capital reorganization reorganization, or reclassification of the capital stock common units of the Company; Partnership, or consolidation or merger of the Company Partnership with, or sale of all or substantially all of its assets to, another Personcorporation or other entity; (3d) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the CompanyPartnership; or (4e) there shall be an IPOany other Fundamental Change Transaction; then, in any one or more of said such cases, the Company Partnership shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant (i) at the address of such Holder as shown on the books of the Company, least 15 days prior to any event referred to in clause (a) above, at least ten (10) 30 days prior to any event referred to in clause (b), (c), (d) or (e) above, written notice 0 f of the date on which the books of the Company Partnership shall close or a record shall be taken for such dividend dividend, distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, or transaction and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up up, or public offeringtransaction known to the Partnership, at least ten (10) 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Partnership) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the such holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common units shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the such holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common units shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common units for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offeringtransaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under Securities Laws, or to a favorable vote of security holders, if either is required.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); (2a) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation; (3b) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company; or (4c) there shall be an IPOinitial public offering of Company securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such the Holder as shown on the books of the Company, (a) at least ten (10) days 10 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up up, or public offering, at least ten (10) days 10 days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion conversion, or public offering, as the case may be.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;person; or (3c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, give by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, notice in accordance with Section 9: (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiondissolution (except to the extent involuntary), liquidation, winding-up or public offering, notice on the earlier of (X) the date on which notice is given to the Company’s stockholders or (Y) at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1i) the Company Corporation shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Shares; (2ii) the Corporation shall offer for subscription pro rata to the holders of its Shares any additional shares of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Company; Corporation, or consolidation consolidation, amalgamation or merger of the Company Corporation with, or sale of all or substantially all of its assets to, another Person;corporation (other than the Acquisition as defined in the Subscription Agreement); or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; Corporation, then, in any one or more of said such cases, the Company Corporation shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, Warrantholder (aA) at least ten (10) days 20 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days 20 days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, specify (A) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any notice given , and (B) in accordance with the case of any transaction described in the foregoing clause clauses (biii) shall also specify and (iv), the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall Shares are to be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1a) the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or (b) the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2c) there shall be any reclassification of the Capital Stock of the Issuer; or (d) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (e) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; ARTL SUBSCRIPTION AGREEMENT (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (2iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred the Capital Stock payable in shares of stock of any class or make any other distribution (other than dividends or Common Stock issuable upon conversion thereof)distributions payable in cash out of earnings or earned surplus) to the holders of the Capital Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Capital Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Capital Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Capital Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Capital Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Capital Stock (for stock or Common Stock issuable upon conversion thereof) for other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 20 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceeding referred to in CLAUSES (I), (II), (III), and (IV) above.

Other Notices. If In case at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock Common Shares payable in shares or authorize any other distribution (or other than regular cash dividends) to the holders of its Common Stock issuable upon conversion thereof)Shares; (2) the Company shall offer for subscription pro rata to the holders of its Common Shares any additional shares of any class or other rights; (3) there shall be any capital reorganization reorganization, or reclassification of the capital stock shares of the Company; Company (other than a transaction covered by paragraph 4F), or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation; or (34) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (a) at least ten (10) days 10 days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution of subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) days 10 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing forgoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)common shares payable in Shares; (2ii) the Company shall offer for subscription pro rata to the holders of its common shares any additional shares of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; , then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, Warrantholder (aA) at least ten (10) days 10 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days 10 days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (aA) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common shares shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bB) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)distribution to which Section 2.2 would be applicable; (2b) the Company shall authorize the granting or issuance to the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or other rights; (c) the Company obtains knowledge of any offer to purchase (including any tender offer) any shares of any class of its stock from the Company or the holders of such shares; (d) there shall be any capital subdivision or combination of the Common Stock; (e) there shall be any recapitalization, reorganization or reclassification of the share capital stock of the Company; , or any consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation or other entity; or (3f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first first-class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on determined in accordance with the books provisions of the Company, Section 4.1 (ai) at least ten (10) days 10 days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription or purchase rights or for determining rights to vote in respect of any such recapitalization, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (bii) in the case of any such recapitalization, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days 10 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt and (iii) promptly upon obtaining knowledge of any such offer to respond to such purchase shares of any class of its stock. Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be, and such notice in accordance with the foregoing clause (iii) shall also specify in reasonable detail the terms of the offer to purchase.

Other Notices. If at any time: (1) 3.5.1 the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock issuable upon conversion thereof)payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (2) 3.5.3 there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another PersonRestructuring; (3) 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) 3.5.5 there shall be an IPOinitial public offering of Company securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, overnight courier or facsimile, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten fifteen (1015) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation, winding-up or public offering, at least ten fifteen (1015) days prior written notice of the date when the same shall take place; provided, however, that if any response on the part of the Holder is otherwise required, the Holder shall make a its best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation, winding-up, conversion up or public offering, as the case may be.

Other Notices. If In case at any time: time (1i) the Company shall declare pays any cash dividend dividends payable in stock upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); or makes any distributions (2other than regular cash dividends) to the holders of its Common Stock; (ii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; (iii) there shall be any is a capital reorganization or reclassification of the capital stock Common Stock of the Company; , or a consolidation or merger of the Company with, or a share exchange in which the Common Stock of the Company is being acquired by, or a sale or lease of all or substantially all of its assets to, another Person; entity; or (3iv) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said these cases, the Company shall give, by first class mail, postage prepaid, addressed cause to be mailed to the Holder of this Warrant at the address notice of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which (i) the books of the Company shall close or a record shall be is taken for such dividend the dividend, distribution or for determining rights to vote in respect of any such subscription rights, or (ii) the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-upwinding up shall take place. The notice also shall specify the date as of which the holders of the Common Stock of record shall participate in dividend, and (b) in distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, winding-up or public offering, winding up. The notice shall be given at least ten twenty (1020) days prior written notice to the closing of the transaction in question and not less than twenty (20) days prior to the record date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, or the date on which the holders Company's transfer books are closed with respect to the transaction. Failure to give the notice, or any defect in the notice, shall not affect the legality or validity of Series A Preferred Stock (any transaction covered or Common Stock issuable upon conversion thereof) shall to be entitled theretocovered in the notice. Any notice given in accordance with the foregoing clause (b) shall also specify On the date on which of the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding up of the Company, winding-upif it actually occurs, conversion or public offering, as the case may bethis Warrant and all rights existing under this Warrant shall terminate.

Other Notices. If In case at any time: (1a) the Company shall declare to the holders of Common Stock any dividend other than a regular periodic cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)any periodic cash dividend in excess of 115% of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (2b) the Company shall declare or pay any dividend upon Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of Common Stock; (c) the Company shall offer for subscription pro rata to the holders of Common Stock any additional shares of stock of any class or series or other rights; (d) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its the property, business or assets of the Company to, another Personcorporation or other entity; (3e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (f) there shall be made any tender offer for any shares of capital stock of the Company; or (4g) there shall be an IPOany other Transaction; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant (i) at the address of such Holder as shown on the books of the Company, least fifteen (15) days prior to any event referred to in subsection (a) or (b) above, at least ten thirty (1030) days prior to any event referred to in subsection (c), (d) or (e) above, and within five (5) days after it has knowledge of any pending tender offer or other Transaction, written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, up or Transaction or the date by which shareholders must tender shares in any tender offer and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offeringtender offer or Transaction known to the Company, at least ten thirty (1030) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion tender offer or public offeringTransaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least seventy-five (75) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); (2) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person; (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Ownership Interests; (2b) the Company shall declare any dividend upon its Ownership Interests payable in securities (other than a dividend payable solely in Ownership Interests) or make any special dividend or other distribution to the holders of its Ownership Interests; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Ownership Interests shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Ownership Interests shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Ownership Interests for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Ownership Interests in such event.

Other Notices. If In case at any time:: -------------- (1I) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2II) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (III) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially substan-tially all of its assets to, another Person;corporation or entity; or (3IV) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend divi-dend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)common shares payable in Shares; (2ii) the Company shall offer for subscription pro rata to the holders of its common shares any additional shares of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; , then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (aA) at least ten (10) days 10 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days 10 days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (aA) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common shares shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bB) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) common shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time:: ----------------------------------- (1a) the Company Corporation shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)payable in stock; (2b) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company; Corporation, or consolidation or merger of the Company Corporation with, or sale of all or substantially all of its assets to, another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPOCorporation; then, in any one or more of said cases, the Company Corporation shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (ai) at least ten (10) 20 days prior written notice 0 f of the date on which the books of the Company Corporation shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) 20 days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Shares; (2b) the Company shall declare any dividend upon its Shares payable in securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution to the holders of its Shares; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Shares in such event.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2ii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all, substantially all or substantially all a material portion of its assets to, another Person;Company or entity; or (3iii) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend or distribution or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least ten (10) business days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if notice is not given in accordance with this Section 4(i), the Company will use its best efforts to insure that the Holder of this Warrant shall nevertheless receive the same rights and benefits received by other holders of securities of the Company from the proceedings referred to in clauses (i), (ii) and (iii) above, unless the Holder of this Warrant chooses not to receive such rights and benefits.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)shares; (2b) the Company shall offer for subscription pro rata to the holders of its shares any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4e) there shall be an IPOa public offering of Company securities; then, in any one or more of said cases, the Company shall givegive to the registered holder of this Warrant, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Companymeans specified in Section 9 herein, (ai) at least ten twenty (1020) days days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten twenty (1020) days days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on or after which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (bii) shall also specify the date on or after which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any timetime prior to the Termination Date: (1a) the The Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (2b) there The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There shall be any capital reorganization or reclassification of the capital stock of the Company; Company or consolidation or merger of the Company with, with or sale of all or substantially all of its assets to, to another Person;corporation or entity; or (3d) there There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, Then in any one or more of said cases, cases the Company shall give, give by first class mail, mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ai) at least ten (10) 20 days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up, winding and (bii) in the case of any such reorganization, reorganization or reclassification, consolidation, merger, merger or sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) 20 days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing required by clause (ai) shall also specify, specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any thereto and a notice given in accordance with the foregoing required by clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or the Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation, winding-up, conversion liquidation or public offering, winding up as the case may be.

Other Notices. If In case at any time: (1A) the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or -11- (B) the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2C) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (E) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given 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 Issuer's transfer books are closed in respect thereto. The Holder shall have the right to send two (2) representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least fifteen (15) business days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its Preferred Stock; (c) Company shall offer for subscription pro rata to the holders of its Preferred Stock any additional shares of stock in connection with a Down Round or additional shares of stock of any class or other rights; (d) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personentity; (3e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4f) there Company shall be an IPOtake or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (ai) at least ten (10) days 20 days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up up, or public offeringother action, at least ten (10) days prior 20 days’ written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, other action as the case may be.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least seventy-five (75) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (I), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. If In case at any time: (1A) the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or (B) the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2C) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (E) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.. Such notice shall be given at least twenty

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; DMEAST #9432317 v1 (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1i) the Company shall declare or pay to the holders of Capital Stock any dividend other than a regular periodic cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)any periodic cash dividend in excess of 115% of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (2ii) the Company shall declare or pay any dividend upon Capital Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of Capital Stock; (iii) the Company shall offer for subscription pro rata to the holders of Capital Stock any additional shares of stock of any class or other rights; (iv) there shall be any capital reorganization reorganization, or reclassification of the capital stock Capital Stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation or other entity; (3v) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4vi) there shall be an IPOany other Transaction; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this each Stock Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) 15 days prior to any event referred to in clause (i) or (ii) above, at least 30 days prior to any event referred to in clause (iii), (iv) or (v) above, and within five business days after it has knowledge of any pending Transaction, written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, up or Transaction and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offeringTransaction known to the Company, at least ten (10) 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion up or public offeringTransaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required."

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Shares; (2b) the Company shall declare any dividend upon its Shares payable in securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution to the holders of its Shares; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Shares in such event.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza­tion of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially substan­tially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary involun­tary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend divi­dend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially substan-tially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend divi-dend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, 7 sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1) : the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof); payable in shares of stock of any class or make any other distribution (2other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person; (3) corporation or entity; or there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or the Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or shares of the Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution to the holders of its Stock; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) 10 days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up, (ii) at least 10 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) 10 days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or pay to the holders of Common Stock issuable upon conversion thereof)any dividend; (2b) the Company shall offer for subscription pro rata to the holders of Common Stock any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation or other entity; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; (e) there shall be made any tender offer for any shares of capital stock of the Company; or (4f) there shall be an IPOany other Transaction; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant (i) at the address of such Holder as shown on the books of the Company, least 15 days prior to any event referred to in subsection (a) or (b) above, at least ten (10) 30 days prior to any event referred to in subsection (c), (d) or (e) above, and within five days after it has knowledge of any pending tender offer referred to in subsection (e) above or other Transaction, written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, up or Transaction or the date by which shareholders must tender shares in any tender offer and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offeringtender offer or Transaction known to the Company, at least ten (10) 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion tender offer or public offeringTransaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required.

Other Notices. If Notwithstanding the foregoing, in the event at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2ii) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;; or, (3v) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (a1) at least ten (10) 10 days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, and (b2) in the case event of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) days 15 days, prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a1) shall also specify, in the case of any such dividend, distribution or subscription rights the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If In case at any time:: EXHIBIT B TO ARTL SUBSCRIPTION AGREEMENT (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Units; (2b) the Company shall declare any dividend upon its Units payable in securities (other than a dividend payable solely in Units) or make any special dividend or other distribution to the holders of its Units; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Units shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Units shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Units for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Units in such event.

Other Notices. If In case at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)payable in cash or stock or make any other distribution to the holders of its Common Stock; (2) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of such stock of any class or other rights; (3) there shall be any capital reorganization or reclassification of the capital stock Capital Stock of the Company; , or a consolidation or merger of the Company with, or a sale of all or substantially all of its assets to, another Person;corporation; or (34) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said casessuch occurrences, the Company shall give, by first class mail, postage prepaid, addressed to the Holder each holder of this Warrant any shares of Series Q Preferred Stock at the address of such Holder holder as shown on the books of the Company, : (ai) at least ten (10) 15 days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, ; and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) days 15 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);Stock; or (2b) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation or other business entity; or (3c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (ai) at least ten twenty (1020) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up or public offeringup, at least ten twenty (1020) days prior written notice of the date when the same shall take place; provided, however, that the Holder Grantee shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1I) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2II) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (III) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3IV) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up at least ten (10) days prior to the record date or the date on which the Company's books are closed in respect thereto and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond place at least (20) days prior to such date. Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.

Other Notices. If In case at any time: (1A) the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or (B) the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2C) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (E) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or MERU NETWORKS, INC. CLASS A WARRANT TO PURCHASE COMMON STOCK (3F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, winding- up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least fifteen (15) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.

Other Notices. If In case at any time: (1) 9.1.1 the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or 9.1.2 the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock or other rights; or (2) 9.1.3 there shall be any reclassification of the Capital Stock of the Issuer; or 9.1.4 there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or 9.1.5 there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of its the Issuer’s property, assets to, another Person;or business; or (3) 9.1.6 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given 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 Issuer’s transfer books are closed in respect thereto. The Holder shall have the right to send two (2) representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

Other Notices. If In case at any time:: -------------- (1A) the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or (B) the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2C) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (E) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (3) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (4) there shall be any capital reorganization or reclassification of the capital stock of the company; or consolidation or merger of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation; or (35) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten thirty (1030) days days' prior written notice 0 f (by the method set forth in Section 3.4 above) of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten thirty (1030) days days' prior written notice of the date when the same shall take place; providedPROVIDED, howeverHOWEVER, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be been entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or to other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion up or public offeringconversion, as the case may be.

Other Notices. If In case at any time: time (1i) the Company shall declare pays any cash dividend dividends payable in stock upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); or makes any distributions (2other than regular cash dividends) to the holders of its Common Stock; (ii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; (iii) there shall be any is a capital reorganization or reclassification of the capital stock Common Stock of the Company; , or a consolidation or merger of the Company with, or a share exchange in which the Common Stock of the company is being acquired by, or a sale or lease of all or substantially all of its assets to, another Person; entity; or (3iv) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said these cases, the Company shall give, by first class mail, postage prepaid, addressed cause to be mailed to the Holder of this Warrant at notice of the address of such Holder as shown date on which (i) the books of the CompanyCompany close or a record is taken for the dividend, distribution or subscription rights, or (aii) the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up shall take place. The notice also shall specify the date as of which the holders of the Common Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up. The notice shall be given at least ten (10) days prior written notice 0 f to the date on which the books closing of the Company shall close or a record shall be taken for such dividend or for determining rights to vote transaction in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, question and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least not less than ten (10) days prior written notice of to the record date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, or the date on which the holders Company's transfer books are closed with respect to the transaction. Failure to give the notice, or any defect in the notice, shall not affect the legality or validity of Series A Preferred Stock (any transaction covered or Common Stock issuable upon conversion thereof) shall to be entitled theretocovered in the notice. Any notice given in accordance with the foregoing clause (b) shall also specify On the date on which of the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding up of the Company, winding-upif it actually occurs, conversion or public offering, as the case may bethis Warrant and all rights existing under this Warrant shall terminate.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza­tion of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially substan­tially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary involun­tary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend divi­dend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. The Company shall use commercially reasonable efforts to give such notice as soon as practicable as to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (1a) the Company shall propose to declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) there the Company shall be propose to declare or make any capital dividend or other distribution to the holders of its Stock, whether in cash, property or other securities; (c) the Company shall propose to effect any reorganization or reclassification of the capital stock of the Company; Company or any consolidation or merger of the Company withwith or into another corporation or any sale, lease or sale conveyance of all or substantially all of its the assets to, another Person;of the Company; or (3d) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 30 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation, winding-up liquidation or public offeringwinding- up, at least ten (10) days prior 30 days' written notice of the date when the same shall take place; provided, however, that . Upon the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given occurrence of an event described in accordance with the foregoing clause (a) shall also specify, in the case of any such dividendc), the date on which the holders holder of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) this Warrant shall be entitled thereto. Any notice given in accordance with thereafter to receive upon exercise of this Warrant the foregoing clause (b) shall also specify the date on kind and amount of shares of stock or other securities or assets which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be holder would have been entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon receive after the occurrence of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.event had

Other Notices. If at any time:: ------------- (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)shares of the same class and series as the Warrant Shares; (2) the Company shall declare any dividend upon its shares of the same class and series as the Warrant Shares payable in stock or make any special dividend or other distribution to the holders of its shares of the same class and series as the Warrant Shares; (3) the Company shall offer for subscription pro rata to the holders of its shares of the same class and series as the Warrant Shares any additional shares of stock of any class or other rights; (4) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation; (35) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (46) there the Company shall take or propose to take any other action, notice of which is actually provided to or is required to be an IPO; provided, pursuant to any written agreement, to holders of its shares of the same class and series as the Warrant Shares, then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on of the books of the Company, (a) at least ten (10) 20 days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividends, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) 20 days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shares of the same class and series as the Warrant Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shares of the same class and series as the Warrant Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books (A) notice of the Company, (a) at least ten (10) days prior written notice 0 f the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least fifteen (15) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (3) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (4) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation; (35) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company; or (46) there shall be an IPOinitial public offering of Company securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days 10 days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up up, or public offering, at least ten (10) days 10 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion conversion, or public offering, as the case may be.

Other Notices. If at any time:: ------------- (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (c) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (d) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation; (3e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4f) there the Company shall be an IPOtake or propose to take any other action, notice of which is actually provided to holders of the Common Stock; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 20 day's prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or windingup, winding-up or public offeringother action, at least ten (10) days prior 20 day's written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, other action as the case may be.

Other Notices. If In case at any time:time after the issuance of this Note: ------------- (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock Shares payable in shares of capital stock or make any special dividend or other distribution (or Common Stock issuable upon conversion thereof)other than regular cash dividends) to the holders of its Shares; (2b) the Company shall offer for subscription pro rata to the holders of its Shares any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or any consolidation or merger of the Company with, or sale of all or substantially all of its assets or the sale of the patent to, another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first first-class mail, postage prepaid, addressed to the Holder of this Warrant Note at the address of such Holder as shown on the books of the Company, (ai) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend determining the holders of Shares entitled to receive a dividend, distribution or for determining rights subscription right or the right to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, and (bii) in the case of any such reorganizationas to (c) and (d), reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offeringabove, at least ten (10) days prior written notice of the date when the same any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (aii) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shares for 3 securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its Preferred Stock; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personentity; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4e) there the Company shall be an IPOtake or propose to take any other action, written notice of which is actually provided to all of the holders of the Preferred Stock; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (ai) at least ten (10) days prior the same written notice 0 f as is provided to the holders of Preferred Stock of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up up, or public offeringother action, at least ten (10) days prior the same written notice as is provided to the holders of Preferred Stock of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, other action as the case may be.

Other Notices. If In case at any time: (1a) the Company Corporation shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)payable in cash or stock or make any other distribution to the holders of its Common Stock; (2b) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization or reclassification reclassifi cation of the capital stock of the Company; Corporation, or a consolidation or merger of the Company Corporation with, or a sale of all or substantially all of its assets to, another Personcorporation; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; or (4e) the Corporation shall take any action or there shall be any event which would result in an IPOautomatic conversion of the Series B Preferred Stock pursuant to Section 2.7a(b); then, in any one or more of said cases, the Company Corporation shall give, by first class mail, postage prepaid, addressed to the Holder each holder of this Warrant any shares of Series B Preferred Stock at the address of such Holder holder as shown on the books of the CompanyCorporation, (a) at least ten (10) days 20 days' prior written notice 0 f of the date on which the books of the Company Corporation shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) days 20 days' prior written notice of the date when the same shall take place; provided, howeverand (c) in the case of any event which would result in an automatic conversion of the Series B Preferred Stock pursuant to Section 2.7a (b), that at least 20 days' prior written notice of the Holder shall make a best efforts attempt date on which the same is expected to respond to such be completed. Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or pay to the holders of Common Stock issuable upon conversion thereof)any dividend; (2b) the Company shall offer for subscription pro rata to the holders of Common Stock any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation or other entity; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; (e) there shall be made any tender offer for any shares of capital stock of the Company; or (4f) there shall be an IPOany other Transaction; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant (i) at the address of such Holder as shown on the books of the Company, least 15 days prior to any event referred to in subsection (a) or (b) above, at least ten (10) 30 days prior to any event referred to in subsection (c) or (d) above, and within five days after it has knowledge of any pending tender offer referred to in subsection (e) above or other Transaction, written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, up or Transaction or the date by which shareholders must tender shares in any tender offer and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offeringtender offer or Transaction known to the Company, at least ten (10) 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion tender offer or public offeringTransaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (1) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); (2) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person; (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time:: ------------- (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Shares; (2b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to the holders of its Common Shares; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder of this Warrant at the address of such the Holder as shown on the books of the Company, (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the Holder does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If In case at any time: (1) : i the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof); payable in shares of stock of any class or make any other distribution (2other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; ii the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; iii there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person; (3) corporation or entity; or iv there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or the Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or shares of the Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company’s past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of or the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Shares; (2b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to the holders of its Common Shares; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If In case at any time: (1) i. the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2) ii. the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; iii. there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3) iv. there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or the Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or shares of the Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least ten (10) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. If at any time:: ------------- (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (c) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (d) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation. (3e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4f) there shall be an IPOinitial public offering of the Company's securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten thirty (1030) days days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten thirty (1030) days days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof; and provided further that the Company shall be required to give prior written notice at least fifteen (15) days in advance of any action contemplated by Sections 5 (a) - (c) above. Any notice given in accordance with the foregoing clause (a) sentence shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time:: ------------- (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) 196 when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1a) the Company a21 shall declare any cash dividend upon its Series A Preferred Stock (or a21 Common Stock issuable upon conversion thereof)payable in cash or stock or make any other distribution to the holders of a21 Common Stock; (2b) a21 shall offer for subscription pro rata to the holders of a21 Common Stock any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; a21, or a consolidation or merger of the Company witha21 with or into another entity or entities, or sale a sale, lease, abandonment, transfer or other disposition of all or substantially all of its assets to, another Person;or a sale of 50% or more of the issued and outstanding a21 Common Stock; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; or (4) there shall be an IPOa21; then, in any one or more of said cases, the Company a21 shall give, by first class delivery in person, certified or registered mail, postage prepaidreturn receipt requested, telecopier or telex, addressed to the Holder each holder of this Warrant any shares of Preferred Stock at the address of such Holder holder as shown on the books of the Companya21, (a) at least ten (10) days 20 days’ prior written notice 0 f of the date on which the books of the Company a21 shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, winding-up liquidation or public offeringwinding up, at least ten (10) days 20 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or a21 Common Stock issuable upon conversion thereof) shall be entitled thereto. Any thereto and such notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or a21 Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or a21 Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, winding-liquidation or winding up, conversion or public offering, as the case may be.

Other Notices. If at any time:: ------------- (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (c) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (d) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation. (3e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4f) there shall be an IPOinitial public offering of the Company's securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten thirty (1030) days days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten thirty (1030) days days' prior written notice of the date when the same shall take place; provided, however, that the Holder -------- shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof; and provided further that the Company shall be -------- required to give prior written notice at least fifteen (15) days in advance of any action contemplated by Sections 5 (a) - (c) above. Any notice given in accordance with the foregoing clause (a) sentence shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If at (A) the Issuer shall make any time:distributions to the holders of Common Stock; or (1B) the Company Issuer shall declare any cash dividend upon authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock Equivalents or other rights; or (2C) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (E) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, 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 or the date on which the Issuer's transfer books are closed in respect thereto. The Issuer shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not waive such notice (or, if such requires no notice, then two (2) Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two (2) representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its shares of Common Stock or Series A Preferred Stock; (b) the Company shall declare any dividend upon its shares of Common Stock or Series A Preferred Stock payable in securities (or other than a dividend payable solely in shares of Common Stock issuable upon conversion thereof)or Series A Preferred Stock) or make any special dividend or other distribution to the holders of its shares of Common Stock or Series A Preferred Stock; (2c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder of this Warrant Xxxxxx (or his transferee) at the his address of such Holder as shown on the books of the Companyset forth above or otherwise designated by him (or his transferee), (ai) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior 15 days' written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of shares of Common Stock or Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Shares shall be entitled to exchange their shares of Common Stock or Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. If Xxxxxx (or his transferee) does not exercise his Options prior to the occurrence of an event described above, except as provided in Sections 2.1 and 2.4, Xxxxxx (or his transferee) shall not be entitled to receive the benefits accruing to existing holders of shares of Common Stock or Series A Preferred Stock, as the case may be, in such event.

Other Notices. If at any time:: ------------- (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution to the holders of its Stock; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to give the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (ai) at least ten twelve (1012) days calendar days' prior written notice 0 f of the date on which the books of the Company shall close or a record date shall be taken occur for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten twelve (1012) days calendar days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividenddividend or distribution, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled theretothereof. Any notice given in accordance with the foregoing clause (bii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Notwithstanding anything contained herein to the contrary, if the Holder does not exercise this Warrant prior to a record date or the occurrence of an event described above, as applicable, except as provided in Section 3.2, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Stock in such event.

Other Notices. If In case at any time: (1i) the Company shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (2ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withwith or into, or or. sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the bolder of this Warrant.

Other Notices. If at any time:: ------------- (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)stock; (2b) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its Preferred Stock; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation; (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4e) there the Company shall be an IPOtake or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) days 10 day's prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up up, or public offeringother action, at least ten (10) days prior 10 day's written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, other action as the case may be.

Other Notices. If at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person; (3d) there shall be any Change of Control Transaction (as defined in the Note and Warrant Purchase Agreement, dated March 18, 2004, by and among the Company and the other parties thereto (the “Purchase Agreement”)); (e) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4f) there shall be an IPOany Qualified Offering (as defined in the Purchase Agreement); then, in any one or more of said cases, the Company shall givegive to the Purchaser, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books any of the Companymethods of notice as described in Section 4, (ax) at least ten (10) days 10 days’ prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saleChange of Control Transaction, dissolution, liquidation or winding-up, and (by) in the case of any such reorganization, reclassification, consolidation, merger, saleChange of Control Transaction, dissolution, liquidation, winding-up or public offeringQualified Offering, at least ten (10) days 10 days’ prior written notice of the date when the same shall take place; provided, however, that the Holder Purchaser shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof; and provided further that the Company shall be required to give prior written notice at least 10 days in advance of any action contemplated by clauses (a), (b) and (f) above. Any notice given in accordance with the foregoing clause (a) sentence shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Warrant Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (by) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Warrant Shares shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) Warrant Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saleChange of Control Transaction, dissolution, liquidation, winding-up, conversion or public offeringQualified Offering, as the case may be.

Other Notices. If In case at any time: (1i) the Company shall declare or pay to all the holders of Capital Stock any cash dividend upon its Series A Preferred Stock (whether payable in Capital Stock, cash, securities or Common Stock issuable upon conversion thereofother property); (2ii) the Company shall offer for subscription pro rata to all the holders of Capital Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganization, or reclassification of the capital stock Capital Stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Personcorporation or other entity; (3iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding- up of the Company; or (4v) there shall be an IPOany other Fundamental Change Transaction; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten five (105) days Business Days prior written notice 0 f to the record date established or related to any event referred to in clause (i) - (v) above (which, for purposes of events referred to in clauses (i) - (v) above, shall be the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, or Transaction) written notice of such record date and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up up, or public offeringTransaction known to the Company, at least ten (10) 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the such holders of Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (b) shall also specify the date on which the such holders of Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Capital Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offeringTransaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act, or to a favorable vote of security holders, if either is required.

Other Notices. If In case at any time: (1A) the Company Issuer shall declare make any cash dividend upon distributions to the holders of Common Stock; or (B) the Issuer shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof);of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (2C) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the CompanyIssuer; or or (E) there shall be any (i) consolidation or merger of involving the Company withIssuer or (ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person;merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company Issuer shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown date on which (i) the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which the books of the Company Issuer shall close or a record shall be taken for such dividend dividend, distribution or for determining subscription rights to vote in respect of any or (ii) such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such dividend, distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for 66 securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

Other Notices. If In case at any time:: ------------- (1i) the Company Corporation shall declare any cash dividend upon its Series A Preferred Stock (or the Common Stock issuable upon conversion thereof)payable in shares of stock of any class or make any other distribution to the holders of the Common Stock; (2ii) the Corporation shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Corporation, or reclassification of the capital stock of the Company; Common Stock, or consolidation or merger of the Company withCorporation with or into, or sale of all or substantially all of its assets to, another Person;corporation or entity; or (3iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOCorporation; then, in any one or more of said caseseach such case, the Company Corporation shall give, by first class mail, postage prepaid, addressed give to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution, or subscription rights or for determining rights the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Corporation's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (1a) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)payable in stock; (2b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company; , or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Person;corporation; or (3d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give to the Holder holder of this each Warrant at the address of such Holder as shown on the books of the Company, (ai) at least ten (10) days 20 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up or public offeringup, at least ten (10) days 20 days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such . Such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any thereto and such notice given in accordance with the foregoing clause (bii) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1) 3.5.1 the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock issuable upon conversion thereof)payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (2) 3.5.3 there shall be any capital reorganization Restructuring or reclassification Change of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another PersonControl; (3) 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) 3.5.5 there shall be an IPOinitial public offering of securities of the Company; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationRestructuring, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidation or winding-up, and (b) in the case of any such reorganizationRestructuring, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; providedPROVIDED, howeverHOWEVER, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganizationRestructuring, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidation, winding-up, conversion up or public offering, as the case may be.

Other Notices. Nothing contained in this Agreement shall be construed as conferring upon any Rightholder, in its capacity as such, the right to vote or receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of the stockholders of the Company for the election of the directors of the Board of Directors of the Company or for any other matter. If at any timetime prior to the expiration, cancellation or exercise of all of the Rights, the Company shall: (1a) the Company shall declare any cash dividend upon its Series A Preferred payable to all holders of Common Stock (or other equity securities) or make any other distribution to all holders of Common Stock issuable upon conversion thereof(or other equity securities);; or (2b) there shall be offer to the holders of Common Stock (or other equity securities) rights to subscribe for or purchase any shares of any class of stock or any other rights or options; or (c) effect any reclassification of Common Stock (or other equity securities) or any capital reorganization or reclassification of the capital stock of the Company; or any consolidation or merger of the Company withmerger, or sale of all any sale, transfer or substantially all other disposition of its property, assets toand business substantially as an entirety, another Person; (3) there shall be a voluntary or involuntary dissolutionthe liquidation, liquidation dissolution or winding-winding up of the Company; or (4) there shall be an IPO; then, in any one or more of said caseseach such case, the Company shall give, by first class mail, postage prepaid, addressed cause written notice of such proposed action to be mailed to the Holder of this Warrant Rights Agent at least fifteen (15) Business Days prior to the address of such Holder as shown on the books record date for determining holders of the Company, Common Stock (aor other equity securities) at least ten (10) days prior written as referred to further below. Such notice 0 f shall specify the date on which the books of the Company shall close close, or a record shall be taken taken, for determining holders of Common Stock (or other equity securities) entitled to receive such stock dividend or for determining other distribution or such rights to vote in respect of any or options, or the date on which such reorganization, reclassification, reorganization consolidation, merger, sale, dissolutiontransfer, liquidation other disposition, liquidation, dissolution or winding-upwinding up shall take place or commence, as the case may be, and the date as of which it is expected that holders of record of Common Stock (bor other equity securities) shall be entitled to receive securities or other property deliverable upon such action, if any such date has been fixed. Promptly upon receipt thereof, the Rights Agent shall cause copies of such notice to be sent to each Rightholder, in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up action covered by clause (a) or public offering(b) above, at least ten (10) days Business Days prior written notice to the record date for determining holders of the date when the same shall take place; providedCommon Stock (or other equity securities) for purposes of receiving such payment or offer, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specifyand, in the case of any such dividendaction covered by clause (c) above, at least ten (10) Business Days prior to the earlier of the date on upon which the such action is to take place or any record date to determine holders of Series A Preferred Common Stock (or Common Stock issuable upon conversion thereofother equity securities) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for receive such securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may beproperty.

Other Notices. If at any time: (1A) the Company shall declare any cash dividend upon its Series A Preferred Stock (or Common Stock issuable upon conversion thereof)Stock; (2B) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock; (C) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (D) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, to another Personcorporation; (3E) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4F) there shall be an IPOinitial public offering of Company securities; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days 15 days' prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days 15 days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the distribution or subscription rights,-the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, sale dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

Other Notices. If at any time: (1) : the Company shall declare any cash dividend upon its Series A Preferred Common Stock; the Company shall declare any dividend upon its Common Stock payable in Common Stock (other than a dividend payable solely in shares of Common Stock) or make any special dividend or other distribution to the holders of its Common Stock issuable upon conversion thereof); (2) Stock; there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company withwith another corporation, or a sale of all or substantially all of its the Company's assets to, to another Person; (3) corporation; or there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPO; then, in any one or more of said cases, the Company shall give, by first class certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant Note at the address of such Holder holder as shown on the books of the Company, (ai) at least ten (10) 10 days prior written notice 0 f of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up, (ii) at least 10 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) 10 days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof . Any notice given in accordance with the foregoing clause (ai) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (biii) above shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be.

Other Notices. If In case at any time: : (1a) the Company shall declare make any cash dividend upon dividends or other distributions to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Series A Preferred Stock (or Common Stock issuable upon conversion thereof); of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock Equivalents or Convertible Securities or other rights; or (2c) there shall be any reclassification of the Capital Stock of the Company; or (d) there shall be any capital reorganization or reclassification of the capital stock of by the Company; or (e) there shall be any (i) consolidation or merger of involving the Company withor (ii) sale, transfer or sale other disposition of all or substantially all of the Company's property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another Person; merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (3f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (4) there shall be an IPOCompany or any partial liquidation of the Company or distribution to holders of Common Stock; then, in any one or more each of said such cases, the Company shall give, by first class mail, postage prepaid, addressed give written notice to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice 0 f the date on which (A) the books of the Company shall close or a record shall be taken for such dividend distribution or for determining subscription rights to vote in respect of any or (B) such reclassification, reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, and (b) in as the case of any such reorganizationmay be, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder . Such notice also shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, specify the date on as of which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) of record shall be entitled thereto. Any notice given participate in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (such distribution or Common Stock issuable upon conversion thereof) subscription rights, or shall be entitled to exchange their Series A Preferred Stock (or certificates for Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty days prior to the action in question and not less than twenty days prior to the record date or the date on which the Company's transfer books are closed in respect thereto. The Company shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not waive such notice (or, if such requires no notice, then two Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.