Common use of Other Notices Clause in Contracts

Other Notices. In case at any time prior to the Expiration Date: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock 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, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary dissolution, liquidation or winding-up of the Company, then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 days’ prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesShares (or Ordinary Share issuable upon conversion thereof); (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orcorporation or other business entity; (iv3) 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 such said cases, the Company shall give notice to the Holder of this Warrant, (Aa) at least 10 days’ twenty (20) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 days’ twenty (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. Such 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 shares of Common Stock Shares (or Ordinary Share issuable upon conversion thereof) shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock Shares (or Ordinary Share issuable upon conversion thereof) shall be entitled to exchange their shares of Common Stock Shares (or Ordinary Share issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Date: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock 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, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary dissolution, liquidation or winding-up of the Company, then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 days’ ' prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Date:time: ------------- (ia) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (iii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class equity in the Company or other rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other property to the holders of shares of the Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or warrants to purchase, securities of the Company; (iiib) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale sale, transfer or lease of all or substantially all of its assets to, another corporationentity; or (ivc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (Aa) at least 10 15 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationissuance, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 15 days’ ' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice 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 shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast CorporationFailure to give the notice referred to herein shall not affect the validity or legality of the action which should have been the subject of the notice.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (iii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class equity in the Company or other rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other property to the holders of shares of the Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities) (other than dividends payable in the form of the Company's Common Stock to holders of the Company's Series D, E, F and G Convertible Preferred Stock or other series of preferred stock); or (iii) issue securities convertible into, or rights or warrants to purchase, securities of the Company; (iiib) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale sale, transfer or lease of all or substantially all of its assets to, another corporationentity; or (ivc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (Aa) at least 10 15 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationissuance, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 15 days’ ' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice 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 shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast CorporationFailure to give the notice referred to herein shall not affect the validity or legality of the action which should have been the subject of the notice.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (iii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class equity in the Company or other rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other property to the holders of shares of the Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or warrants to purchase, securities of the Company; (iiib) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale sale, transfer or lease of all or substantially all of its assets to, another corporationentity; or (ivc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (Aa) at least 10 15 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationissuance, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 15 days’ ' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice 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 shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast CorporationFailure to give the notice referred to herein shall not affect the validity or legality of the action which should have been the subject of the notice.

Other Notices. In case at any time prior to the Expiration Datetime: (ia) the Company shall declare pays any dividend or distribution dividends payable in stock upon its shares Common Shares or makes any distributions (other than regular cash dividends) to the holders of its Common Stock payable in sharesShares; (iib) the Company shall offer offers for subscription pro rata to the holders of its shares of Common Stock Shares any additional shares of stock of any class or any other rights; (iiic) there shall be any is a capital reorganization or reclassification reorganization, a classification of the capital stock of the Company, Company or consolidation, amalgamation a consolidation or merger of the Company with, or a sale of all or substantially all of its assets to, another corporation; or (ivd) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such these cases, the Company shall give to the Holder (A) at least 10 days’ prior written notice in the manner set forth in Section 3.05 of this Agreement of the date on which (i) the books of the Company close or a record date shall be is taken for such the dividend, distribution or subscription rights rights, or for determining rights to vote in respect of any such (ii) the reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up and (B) takes place. The notice also shall specify the date as of which the holders of record of Common Shares shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Shares for securities or other property deliverable upon the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, . The notice shall be given and published at least 10 days’ twenty (20) days prior written notice of to the transaction in question and not less than twenty (20) days prior to the record date when the same shall take place. Such notice 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 Company’s transfer books are closed with respect to the transaction. Failure to give or publish the notice, or any defect in the notice, shall not affect the legality or validity of shares of Common Stock shall any transaction covered or to be entitled thereto, and such notice covered in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporationnotice.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the Company shall declare any dividend Corporation intends to sign an underwriting agreement for a stock exchange listed or distribution upon quoted public offering of its shares of Common Stock payable in common shares; (ii) the Company Corporation shall declare any dividend upon its Shares; (iii) the Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock Shares any additional shares of any class or other rights; (iiiiv) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation or merger of the Company Corporation with, or sale of all or substantially all of its assets to, another corporation; or (ivv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, then, in any one or more of such cases, the Company Corporation shall give to the Holder Warrantholder (A) at least 10 days’ ' prior written notice of the anticipated signing of such an underwriting agreement, (B) at least 20 days' prior written notice of the date on which a record date shall be taken for such 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 (BC) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause shall also specify (A) shall also specifyin the case of an initial public offering, the expected date of closing of such offering, (B) in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock Shares shall be entitled thereto, and such notice (C) in accordance with the case of any transaction described in the foregoing clause clauses (Biv) shall also specify and (v), the date on which the holders of shares of Common Stock shall Shares are to be entitled to exchange their shares of Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon its Common Stock; (b) Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Common Stock; (iic) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orentity; (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or (f) Company shall take or propose to take any other action, notice of which is actually provided to holders of the Company, Common Stock; then, in any one or more of such said cases, the Company shall give Holder, pursuant to the Holder Section 12, (Ai) at least 10 days’ prior written notice of the date on which the books of Company shall close or a record date shall be taken for such 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 up, or other action and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action, at least 10 days’ prior written notice of the date when the same shall take place. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration DateCompany proposes: (i) the Company shall To declare any cash dividend or distribution upon its shares of Common Stock payable in sharesor upon any other class of its securities purchasable upon exercise of this Warrant; (ii) To declare any dividend upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant payable in stock or make any special dividend or other distribution to the Company shall holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant; (iii) To offer for subscription pro rata to the holders of its shares of Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or other rights; (iiiiv) there shall be To engage in any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, (in any one transaction or series of related transactions) to another corporation; or (ivv) there shall be To engage in a voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, ; then in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the Warrantholder of this Warrant at the address of such Holder as shown on the books of the Company, (Aa) at least 10 twenty (20) days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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 up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 twenty (20) days’ ' prior written notice of the date when the same shall take place; provided, however, that the Warrantholder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporationthe

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (iii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class equity in the Company or other rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other property to the holders of shares of the Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or Warrants to purchase, securities of the Company; (iiib) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale sale, transfer or lease of all or substantially all of its assets to, another corporationentity; or (ivc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (Aa) at least 10 15 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationissuance, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 15 days’ ' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice 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 shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast CorporationFailure to give the notice referred to herein shall not affect the validity or legality of the action which should have been the subject of the notice.

Other Notices. In case at any time prior to the Expiration Termination Date: (i) the 1. The Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (ii) the 2. The Company shall offer for subscription pro rata to the holders Holders of any of its shares of Common Stock any additional shares of Common Stock of any class or other rights; (iii) there 3. There shall be any capital reorganization or reclassification of the capital stock of the Company, Company or consolidation, amalgamation consolidation or merger of the Company with, with or sale of all or substantially all of its assets to, to another corporationcorporation or entity; or (iv) there 4. There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, ; Then in any one or more of such cases, 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 and pursuant to Paragraph 17 (Ai) at least 10 days’ 20 days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-up winding and (Bii) in the case of any such reorganization, reorganization or reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-winding up, at least 10 days’ 20 days prior written notice of the date when the same shall take place. Such Any notice in accordance with the foregoing required by clause (Ai) shall also specify, specify in the case of any such dividend, distribution or subscription rights, rights the date on which the holders of shares of Common Stock shall be entitled thereto, thereto and such a notice in accordance with the foregoing clause required by (Bii) shall also specify the date on which the holders of shares of the Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-up, winding up as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall propose to declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (iib) the Company shall offer for subscription pro rata propose to declare or make any dividend or other distribution to the holders of its shares of Common Stock any additional shares of any class Stock, whether in cash, property or other rightssecurities; (iiic) there the Company shall be propose to effect any capital reorganization or reclassification of the capital stock of the Company, Company or consolidation, amalgamation 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 assets to, another corporationthe property of the Company; or (ivd) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, or international delivery service for international deliveries, addressed to the Holder holder of this Warrant at the address of such holder as shown on the books of the Company, (Ai) at least 10 fifteen (15) business days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, dividend or distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamationsale, salelease, conveyance, dissolution, liquidation or winding-up up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamationsale, salelease, conveyance, dissolution, liquidation or winding-up, at least 10 fifteen (15) business days’ prior ' written notice of of, the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (Ai) above shall also specify, in the case of any such dividend, distribution dividend or subscription rightsdistribution, the record date on which for such dividend or distribution, if after the holders of shares of Common Stock shall be entitled thereto, and such Commencement Date. Any notice given in accordance with the foregoing clause (Bii) above shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property property, if any, deliverable upon such reorganization, reclassification, consolidation, /merger, amalgamationsale, salelease, conveyance, dissolution, liquidation or winding-up, as the case may bebe and in connection with the occurrence of an event described in clause (d) above such notice shall specify the anticipated net equity value that will accrue to Common Stock holders so that the Holder can make an informed decision whether or not to exercise this Warrant. ViewCast CorporationIn the event that the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described in clause (a) or (b) above, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Stock in such event. Upon the occurrence of an event described in clause (c), the Holder shall be entitled thereafter, upon payment of the Stock Purchase Price in effect immediately prior to such action, to receive upon exercise of this Warrant the class and number of shares which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event. In connection with the transactions described in clause (c), the Company will require each person (other than the Company) that may be required to deliver any cash, stock, securities or other property upon the exercise of this Warrant as provided herein to assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant (x) the obligations of the Company under this Warrant and (y) the obligation to deliver to such Holder such cash, stock, securities or other property as such Holder may be entitled to receive in accordance with the provisions of this Section 3. Upon the occurrence of an event the proposal of which is described in clause (d), this Warrant shall terminate. Notwithstanding any other provision hereof, no Holder shall have the right to obtain an injunction or restraining order or otherwise interfere with or prevent the occurrence of any of the actions described in (a) - (d) above.

Other Notices. In case at any time prior to the Expiration Dateanytime: (i1) the Company shall declare any dividend upon Next Financing Stock or make any other distribution upon its shares to the holders of Common Stock payable in sharesNext Financing Stock; (ii2) the Company shall offer ol1"cr for subscription pro pro-rata to the holders of its shares of Common Next Financing Stock any additional shares of stock of any class or other securities or rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation or merger of the Company with, or any sale of all or substantially all of its the Company's assets toor merger (collectively, another corporationa "Reorganization"); or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, in any one or more of such cases, Company (collectively. "Dissolution"); then the Company shall give give, by national overnight delivery service with tracking capability, addressed to the Holder at the address shown on the books of the Company (Ai) at least 10 20 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationReorganization or Dissolution, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (Biv) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation Reorganization or winding-upDissolution, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (Aii) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Next Financing Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (Biii) shall also specify the date on which the holders of shares of Common Next Financing Stock shall be entitled to exchange their shares of Common j ext Financing Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation Reorganization or winding-upDissolution, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i) 3.7.1 The Company declares a cash dividend on its Shares payable at a rate in excess of the rate of the last cash dividend theretofore paid; 3.7.2 The Company shall declare any declares a dividend on its Shares payable in Shares or pays a special dividend or other distribution upon its shares of Common Stock payable in shares; (iiother than regular cash dividends) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rightsShares; (iii) there shall be 3.7.3 The shareholders of the Company approve any capital reorganization from or reclassification of the capital stock Shares of the Company, or consolidation, amalgamation any consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other entity; or (iv) there shall be 3.7.4 There is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; Then the Company will give, thenby first-class mail, in any one or more postage prepaid, addressed to the holder of this Warrant at the address of such casesholder as shown on the books of the Company, the Company shall give to the Holder (Ai) at least 10 twenty (20) days’ ' prior written notice of the date on which the books of the Company will close or a record date shall will be taken for such dividend, dividend or 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 winding up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 twenty (20) days’ ' prior written notice of the date when the same shall will take place. Such Any notice in accordance with the foregoing required by clause (Ai) shall will also specify, in the case of any such dividend, distribution dividend or subscription rightsdistribution, the date on which the holders of shares of Common Stock shall Shares will be entitled thereto, and such any notice in accordance with the foregoing clause required by (Bii) shall will also specify the anticipated date on which the holders of shares of Common Stock shall Shares will be entitled to exchange their shares of Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company Corporation with, or a sale of all or substantially all of its assets to, another corporationcorporation or other entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, addressed to each holder of Notes at the Holder address of such holder as set forth in the register maintained by the Corporation for the registration of transfer and exchange of Notes, (A) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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 winding up, and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other business entity; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany (each of item (1) through (3) of this subsection shall be, for purposes of this Warrant, a “Corporate Transaction”); then, in any one or more of such 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, (Aa) at least 10 days’ twenty (20) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ twenty (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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast CorporationCorporate Transaction.

Other Notices. In case If at any time prior to the Expiration Date:time: -------------- (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesShares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the share capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; (3) the Company shall conduct an initial public offering ("IPO"); or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in at any one or more of such casesthe abovementioned occurrences, the Company shall give give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of the Holder as shown on the books of the Company, (Aa) at least 10 days’ fifteen (15) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights right to vote in respect of any such IPO, reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such IPO, reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ fifteen (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. Such 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 shares of Common Stock Holder shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock Holder shall be entitled to exchange their shares of the Common Stock Shares, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock (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; (iic) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or; (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or (f) there shall be an initial public offering of Company securities; then, in any one or more of such said cases, the Company shall give to the Holder registered holder of this Warrant, by the means specified in Section 8 herein, (Ai) at least 10 ten (10) days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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 up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 ten (10) days’ ' prior written notice of the date when the same shall take place. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bii) shall also specify the date on or after which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast CorporationIf the Holder of the Warrant does not exercise or convert this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall not be entitled to receive the benefits accruing to existing holders of Common Stock in such event.

Other Notices. In case at any time prior to the Expiration Date: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock 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, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationany other entity or person; or (iv) there shall be a voluntary dissolution, liquidation or winding-up of the Company, then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 days’ prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 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. Such Any notice given in accordance with the foregoing clause (Aa) shall also specify, in the case of any such dividend, distribution distribution, or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other business entity; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 ten (10) days’ prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ ' prior written notice of the date when the same shall take place; provided, however, that the Holder shall use its best commercial efforts to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (Aa) shall also specify, in the case of any such dividend, distribution distribution, or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the Company shall declare any dividend or distribution upon its shares of the Common Stock payable in sharesshares 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; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock 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 consolidationreclassification of the Common Stock, amalgamation or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another corporationcorporation or entity; or (iviii) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of each such casescase, the Company shall give to the Holder holder of this Warrant (Aa) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record date shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution 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, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 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. Such notice 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. ViewCast CorporationSuch 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. In case at any time prior to the Expiration Datetime: (i1) the Company shall declare any dividend or distribution upon its shares of the Common Stock payable in shares; shares of stock of any class or make any other distribution (iiincluding dividends or distributions payable in cash out of retained earnings) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class or other rightsStock; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidationreclassification of the Common Stock, amalgamation or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another corporationcorporation or entity; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of each such casescase, the Company shall give to the Holder holder of this Warrant (Aa) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record date shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi­dend, distribution 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, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 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. Such notice 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. ViewCast CorporationSuch notice shall be given at least 10 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.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the Company shall declare or pay to all the holders of Capital Stock any dividend or distribution upon its shares of Common Stock (whether payable in sharesCapital Stock, cash, securities or other property); (ii) the Company shall offer for subscription pro rata to all the holders of its shares of Common 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, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orcorporation or other entity; (iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, ; or (v) there shall be any other Fundamental Change Transaction; then, in any one or more of such cases, the Company shall give to the Holder holder of this Warrant (Aa) at least 10 days’ 15 days prior to any event referred to in clause (i) above, at least 30 days prior to any event referred to in clause (ii), (iii), (iv) or (v) above, written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up up, or Transaction and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, or Transaction known to the Company, at least 10 days’ 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. Such notice in accordance with the foregoing clause (Aa) shall also specify, in the case of any such dividend, distribution distribution, or subscription rights, the date on which the such holders of shares of Common Capital Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the such holders of shares of Common Capital Stock shall be entitled to exchange their shares of Common Capital Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, or Transaction, as the case may be. ViewCast CorporationSuch 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. In case at any time prior to time: the Expiration Date: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii) ; 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; there shall be any capital reorganization reorganization, or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation consolidation or merger of the Company Corporation with, or sale of all or substantially all of its assets to, another corporation; or (iv) or there shall be a voluntary dissolution, liquidation or winding-winding up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give to the Holder Warrantholder, (Ai) at least 10 days’ 20 days prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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 winding up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, winding up ,at least 10 days’ 20 days prior written notice of the date when the same shall take place. Such notice 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 shares of Convertible Preferred Stock or Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Convertible Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to after the Expiration Dateconversion of the Series A Preferred Stock: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iiia) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company withwith another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company's Common Stock), or sale of all or substantially all of its assets to, to another corporation; or; (ivb) there shall be a voluntary or involuntary dissolution, liquidation liquidation, bankruptcy, assignment for the benefit of creditors, or winding-winding up of the Company, ; or (c) the Company shall declare any non-cash dividend on its Common Stock; then, in any one or more of such said cases, the Company shall give written notice, addressed to the Holder (A) Holders at least 10 days’ prior written notice the respective addresses of such Holders as shown on the Register, of the date (or, if not then known, a reasonable approximation thereof by the Company) on which a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, bankruptcy, assignment for the benefit of creditors, winding up or winding-up and (B) in other action or dividend, as the case of any such reorganizationmay be, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specifyspecify (or, in the case of any such dividendif not then known, distribution or subscription rights, reasonably approximate) the date on as of which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or winding-upother action, or the date of such dividend, as the case may be. ViewCast CorporationSuch notice shall be mailed to the Holders at least twenty days prior to the record date for such action in the case of any action described in Subsection (a) or Subsection (c) above, and in the case of any action described in Subsection (b) above, at least twenty days prior to the day on which the action described is to take place and at least twenty days prior to the record date for determining holders of Common Stock entitled to receive securities and/or other property in connection with such action. As soon as practicable following any adjustment of the Applicable Warrant Price and/or the number of shares of Common Stock purchasable upon exercise of each Warrant, a certificate, signed by (i) the Company's President or Chief Financial Officer, or (ii) any independent firm of certified public accountants, or investment banking firm, in either case of recognized national standing, which the Company selects at its own expense, setting forth in reasonable detail the events requiring the adjustment and the method by which such adjustment was calculated, shall be mailed to the Holders and shall specify the adjusted Applicable Warrant Price and/or the number of shares of Common Stock purchasable upon exercise of each Warrant after giving effect to the adjustment.

Other Notices. In case at any time prior to the Expiration Date:time: ------------- (ia) the Company shall declare pay any dividend or distribution dividends payable in stock upon its shares of Common Stock payable in sharesor make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iib) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orand (ivd) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company, ; then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 days’ prior written notice and publish the same in the manner set forth in Section 3.05, of the date on which (i) the books of the Company shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights rights, or for determining rights to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-winding up and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place, as the case may be. Such notice 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on as of which the holders of shares of Common Stock of record shall participate in such dividend, distribution, or subscription rights, or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-winding up, as the case may be. ViewCast CorporationSuch notice shall be given and published at least 20 days prior to the action in question and not less than 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto. Failure to give or publish such notice, or any defect therein, shall not affect the legality or validity of any of the matters set forth in the foregoing clauses (a) to (d), both inclusive.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 days’ days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 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. Such Any notice given in accordance with the foregoing clause (Aa) shall also specify, in the case of any such dividend, distribution distribution, or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon its Common Stock payable at a rate in excess of the rate of the last cash dividend theretofore paid; (b) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock; (iic) the Company shall offer for subscription pro rata to the holders of any of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization of the Company or any reclassification of the its capital stock of the Company, or consolidation, amalgamation any consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such cases, the Company shall give give, by first class mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such holder as shown on the books of the Company, (Ai) at least 10 20 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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 winding up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 days’ 20 days prior written notice of the date when the same shall take place. Such Any notice in accordance with the foregoing required by clause (Ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such any notice in accordance with the foregoing required by clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (ia) the Company CJI shall declare or pay to the holders of Common Stock any dividend other than a regular periodic cash dividend or distribution any periodic cash dividend in excess of one hundred and fifteen percent (115%) of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (b) CJI shall declare or pay any dividend upon its shares of the Common Stock payable in sharesstock or make any special dividend or other distribution (other than regular cash dividends) to the holders of Common Stock; (iic) the Company CJI shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization reorganization, or reclassification of the capital stock of the CompanyCJI, or consolidation, amalgamation consolidation or merger of the Company CJI with, or sale of all or substantially all of its assets to, another corporationcorporation or other entity; or (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, CJI; then, in any one or more of such cases, the Company shall give give, or cause CJI to give, to the Holder (Ai) at least 10 15 days’ ' prior written notice in the case of any event referred to in clause (a) or (b) above, and at least 30 days' prior written notice in any other case referred to above, of the date on which the books of CJI shall close or a record date shall be taken for such 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 (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 30 days’ ' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company or CJI) when the same shall take place. Such notice 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 shares of Common Stock shall be entitled theretothereon, and such notice in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast CorporationSuch 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 such security holders, if either is required.

Other Notices. In case at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon the Common Stock payable at a rate in excess of the rate of the last cash dividend theretofore paid; (b) the Company shall declare any dividend or distribution upon its shares of the Common Stock payable in sharesstock or make any special dividend or other distribution (other than regular cash dividends) to the holders of the Common Stock; (iic) the Company shall offer for subscription pro rata to the holders of its shares any of the Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization of the Company or any reclassification of the its capital stock of the Company, or consolidation, amalgamation any consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such cases, the Company shall give give, by first class mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such holder as shown on the books of the Company, (Ai) at least 10 20 days’ prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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 winding up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 days’ 20 days prior written notice of the date when the same shall take place. Such Any notice in accordance with the foregoing required by clause (Ai) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such any notice in accordance with the foregoing required by clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (iii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class equity in the Company or other rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other property or assets to the holders of shares of the Common Stock (including, without limitation, cash, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or warrants to purchase, securities of the Company; (iiib) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale sale, transfer or lease of all or substantially all of its assets to, another corporationentity; or (ivc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (Ax) at least 10 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights issuance; PROVIDED THAT such ten (10) day period shall be increased to vote thirty (30) days in respect the case of any such reorganizationSection 2.4(a)(ii), reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (By) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 days’ ' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 10 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice in accordance with the foregoing clause (Ax) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (By) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i1) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii2) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class class, or other rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation a consolidation or merger of the Company withwith or into, or a sale of all or substantially all of its assets to, another corporationentity or entities; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, or by telex or facsimile, addressed to the Holder holder of this Warrant at the address of such holder as shown on the books of the Company, (Ai) at least 10 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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-winding up and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, specify (a) in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, thereto and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other business entity; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 ten (10) days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the 1. The Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (ii) the 2. The Company shall offer for subscription pro rata to the holders Holders of any of its shares of Common Stock any additional shares of Common Stock of any class or other rights; (iii) there 3. There shall be any capital reorganization or reclassification of the capital stock of the Company, Company or consolidation, amalgamation consolidation or merger of the Company with, with or sale of all or substantially all of its assets to, to another corporationcorporation or entity; or (iv) there 4. There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, ; Then in any one or more of such cases, 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 and pursuant to Paragraph 17 (Ai) at least 10 days’ 20 days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-up winding and (Bii) in the case of any such reorganization, reorganization or reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-winding up, at least 10 days’ 20 days prior written notice of the date when the same shall take place. Such Any notice in accordance with the foregoing required by clause (Ai) shall also specify, specify in the case of any such dividend, distribution or subscription rights, rights the date on which the holders of shares of Common Stock shall be entitled thereto, thereto and such a notice in accordance with the foregoing clause required by (Bii) shall also specify the date on which the holders of shares of the Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-up, winding up as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare declares any cash dividend upon its Common Stock; (b) the Company declares any dividend or distribution upon its shares of the Common Stock payable in sharesstock or makes any special dividend or other distribution to holders of Common Stock; (iic) the Company shall offer offers for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be is any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (ive) there shall be is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such said cases, the Company shall will give to the Holder (Aa) at least 10 days’ prior written notice of the date on which the books of the Company will close or a record date shall will be taken for such 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 up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 30 days’ prior written notice of the date when the same shall will take place; provided, however, that Holder will make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (Aa) shall will also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall will be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall will also specify the date on which the holders of shares Holders of Common Stock shall will be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case the event that at any time prior to the Expiration Datetime: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock Ordinary Shares payable in sharescash or stock or make any other distribution to the holders of its Ordinary Shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock Ordinary Shares any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation a consolidation or merger of the Company withwith or into, or a sale of all or substantially all of its assets to, another corporationPerson or Persons; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then; Then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, or by facsimile, addressed to each holder of any shares of 2002 Series A Preferred Stock at the Holder address of such holder as shown on the books of the Company, (A) at least 10 days’ prior written notice of no later than the fifteenth (15th) day before the date on which the books of the Company shall close or a record date shall be taken for such 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-winding up and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 days’ prior written notice of no later than the fifteenth (15th) day before the date when the same shall take place. Such notice 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 shares of Common Stock Ordinary Shares shall be entitled thereto, thereto and such notice in accordance with the foregoing clause (B) shall also specify the date or projected date on which the holders of shares of Common Stock Ordinary Shares shall be entitled to exchange their shares of Common Stock Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 days’ ten (10) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 days’ 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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesSeries C Convertible Preferred Stock; (ii) the Company shall offer for subscription pro rata declare any dividend upon its shares of Series C Convertible Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its shares of Common Stock any additional shares of any class or other rightsSeries C Convertible Preferred Stock; (iii) there shall be any (A) merger in which shareholders of the Company prior to such merger hold less than 50% of the voting power of the capital stock of the surviving corporation after such merger, or the sale of all or substantially all of the Company’s assets, or a transaction, whether effected in a single transaction or a series of related transactions, in which 50% or more of the voting power of the capital stock of the Company is transferred (an “Acquisition”) or (B) capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (v) the Company shall take or propose to take any other action, notice of which is actually provided to or is required to be provided, pursuant to any written agreement, to holders of its shares of Series C Convertible Preferred Stock, then, in any one or more of such 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 of the books of the Company, (Aa) at least 10 days’ days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, dividends or distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, saleAcquisition, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, saleAcquisition, dissolution, liquidation or winding-up, at least 10 days’ days prior written notice of the date when the same shall is reasonably expected to take place. Such 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 shares of Common Series C Convertible Preferred Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Series C Convertible Preferred Stock shall are reasonably expected to be entitled to exchange their shares of Common Stock stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamationsale, saleAcquisition, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time after the Closing Date and prior to the Expiration DateTime of Expiry: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock Shares payable in sharesShares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock Shares any additional shares Shares of any class or other rights, options or warrants; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 20 days’ prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock Shares shall be entitled to exchange their shares of Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time after November 26, 2003 and prior to the Expiration DateTime of Expiry: (i) the Company Issuer shall declare any dividend or distribution upon its shares of Common Stock Shares payable in sharesCommon Shares; (ii) the Company Issuer shall offer for subscription pro rata to the holders of its shares of Common Stock 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 CompanyIssuer, or consolidation, amalgamation or merger of the Company Issuer with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyIssuer, then, in any one or more of such cases, the Company Issuer shall give to the Holder (A) at least 10 days’ ' prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock Shares shall be entitled to exchange their shares of Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other business entity; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 days’ twenty (20) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ twenty (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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon its Common Stock; (b) Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Common Stock; (iic) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orentity; (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or (f) Company shall take or propose to take any other action, notice of which is actually provided to holders of the Company, Common Stock; then, in any one or more of such said cases, the Company shall give Holder, pursuant to the Holder Section 12, (Ai) at least 10 20 days’ prior written notice of the date on which the books of Company shall close or a record date shall be taken for such 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 up, or other action and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action, at least 10 20 days’ prior written notice of the date when the same shall take place. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i1) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii2) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company withCorporation with or into, or a sale of all or substantially all of its assets to, another corporationentity or entities; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, or by telex to non-U.S. residents, addressed to each holder of any shares of Series A Convertible Preferred Stock at the Holder address of such holder as shown on the books of the Corporation, (Aa) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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-winding up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice 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 shares of Common Stock shall be entitled thereto, thereto and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 20 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation liquidation, or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 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. Such Any notice given in accordance with the foregoing clause (Aa) shall also specify, in the case of any such dividend, distribution distribution, or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) any taking by the Company shall declare of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend on, or distribution upon its any right to subscribe for, purchase or otherwise acquire any shares of Common Stock payable in sharesstock of any class or any other securities or property, or to receive any other right; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii) there shall be any capital reorganization of the Company, any reclassification or reclassification recapitalization of the capital stock of the Company, Company or consolidation, amalgamation any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with, with or sale of all or substantially all of its assets to, another corporation; orinto any other Person; (iviii) there shall be a any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, in ; or (iv) any one or more of such cases, offer by the Company shall give for subscription to the holders of the Common Stock of any additional shares of stock of any class or other rights; then and in each such event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying (Ai) at least 10 days’ prior written notice of the date on which a any such record date shall is to be taken for the purpose of such dividend, distribution or subscription rights right, and stating the amount and character of such dividend, distribution or for determining rights to vote in respect of right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up is to take place, and (B) in the case time, if any is to be fixed, as of any which the holders of record of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date when of such proposed issue or grant and the same shall take placepersons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice in accordance with the foregoing clause (A) shall also specifystate that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders, if either is required. Such notice shall be delivered at least 20 days prior to the date specified in the case of such notice on which any such dividendaction is to be taken or the record date, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporationwhichever is earlier.

Other Notices. In case at any time prior to the Expiration Datetime: (i1) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii2) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company withCorporation 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 corporationassets; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to each holder of any shares of Preferred Stock at the Holder address of such holder as shown on the books of the Corporation, (Aa) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, saledisposition, dissolution, liquidation or winding-winding up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, saledisposition, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice 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 shares of Common Stock shall be entitled thereto, thereto and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, saledisposition, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the Company shall declare any dividend or distribution upon its shares of the Common Stock payable in sharesshares 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; (ii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock reorganiza tion of the Company, or consolidationreclassification of the Common Stock, amalgamation or consolidation or merger of the Company withwith or into, or sale of all or substantially all of its assets to, another corporationcorporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of each such casescase, the Company shall give to the Holder holder of this Warrant (Aa) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record date shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi dend, distribution 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, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 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. Such notice 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassificationre classification, consolidation, merger, amalgamation, sale, dissolution, liquidation liqui dation, or winding-up, as the case may be. ViewCast CorporationSuch 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. In case at any time prior to the Expiration Datetime: (i1) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii2) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company withCorporation with or into, or a sale of all or substantially all of its assets to, another corporationentity or entities; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, or by facsimile transmission to non-U.S. residents, addressed to each holder of any shares of Series B Convertible Preferred Stock at the Holder address of such holder as shown on the books of the Corporation, (Aa) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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-winding up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice 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 shares of Common Stock shall be entitled thereto, thereto and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company Corporation with, or a sale of all or substantially all of its assets to, another corporationcorporation or other entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, addressed to each holder of Convertible Debentures at the Holder address of such holder as set forth in the register maintained by the Corporation for the registration of transfer and exchange of Convertible Debentures, (A) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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 winding up, and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, 20 21 reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon its Common Stock; (b) Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata stock or make any special dividend or other distribution to the holders of its shares of Common Stock any additional shares of any class or other rightsStock; (iiic) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orentity; (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or (e) Company shall take or propose to take any other action, notice of which is actually provided to holders of the Company, Common Stock; then, in any one or more of such said cases, the Company shall give Holder, pursuant to the Holder Section 12, (Ai) at least 10 days’ prior written notice of the date on which the books of Company shall close or a record date shall be taken for such 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 up, or other action and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action, at least 10 days’ prior written notice of the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (Ai) shall also specify, in the case of any such dividend, dividend or distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (i1) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iii2) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationPerson; or (iv3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such 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, (Aa) at least 10 days’ twenty (20) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 10 days’ twenty (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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datewhile this Warrant is exercisable: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iiia) there shall be any capital reorganization reorganization, or reclassification of the capital stock Common Stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other entity; or (ivb) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such cases, the Company shall give to the Holder holder of this Warrant (Ai) at least 10 days’ twenty (20) days and not more than sixty (60) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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 (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ thirty (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. Such Any notice 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast CorporationEach such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of such security holders.

Other Notices. In case at any time prior to the Expiration Datetime: (i1) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holder of its Common Stock; (ii2) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock for any class or other rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company withCorporation with or into, or a sale of all or substantially all of its assets to, another corporationentity or entities; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by first class, mail, postage prepaid, or by telex to non-U.S. residents, addressed to each holder of any shares of Series A Convertible Preferred Stock at the Holder address of such holder as shown on the books of the Corporation, (Aa) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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-winding up and (Bb) in the case of any such reorganization, reclassification, consolidationconsolation, merger, amalgamationmergers, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice 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 shares of Common Stock shall be entitled thereto, thereto and such notice in accordance with the foregoing forgoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time after March 23, 2004 and prior to the Expiration DateTime of Expiry: (i) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock Shares payable in sharesCommon Shares; (ii) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock 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 CompanyCorporation, or consolidation, amalgamation or merger of the Company Corporation with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, then, in any one or more of such cases, the Company Corporation shall give to the Holder (A) at least 10 days’ ' prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ ' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock Shares shall be entitled to exchange their shares of Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend upon its Stock; (b) Company shall declare any dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution to the holders of its Stock; (iic) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orentity; (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or (f) Company shall take or propose to take any other action, notice of which is actually provided to holders of the Company, Stock; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, addressed to Holder of this Warrant at the address of such Holder as shown on the books of Company, (Ai) at least 10 20 days’ prior written notice of the date on which the books of Company shall close or a record date shall be taken for such 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 up, or other action and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action, at least 10 20 days’ prior written notice of the date when the same shall take place. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, or other action as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i1) the Company eWorld shall declare pay any dividend or distribution dividends payable in stock upon its shares of Common Stock payable in sharesor make any distribution (other than regular cash dividends) to the holders of its Common Stock; (ii2) the Company eWorld shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of stock of any class or of other rights; (iii3) there There shall be any capital reorganization or reclassification of the capital stock of the CompanyeWorld, or consolidation, amalgamation consolidation or merger of the Company with, eWorld with or sale of all or substantially all of its assets to, to another corporation; or (iv4) there There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, eWorld. then, in any one or more of such cases, the Company eWorld shall give to the Holder (A) at least 10 days’ prior written notice of the date on which (i) the books of eWorld shall close or a record date shall be taken for such dividend, distribution distribution, or subscription rights rights, or for determining rights to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place, as the case may be. Such notice in accordance with the foregoing clause (A) shall also specify, specify the date as of which the holders of Common Stock of record shall participate in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast CorporationSuch notice shall be given at least 20 days prior to the action in question and not less than 20 days prior to the record date or the date on which eWorld's transfer books are closed in respect thereto. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any of the matters set forth in the foregoing clauses (a) to (d), both inclusive.

Other Notices. In case at any time prior to the Expiration Datewhile this Warrant is ------------- exercisable: (i) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iiia) there shall be any capital reorganization reorganization, or reclassification of the capital stock Common Stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other entity; or (ivb) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, in any one or more of such cases, the Company shall give to the Holder holder of this Warrant (Ai) at least 10 days’ twenty (20) days and not more than sixty (60) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such 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 (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ thirty (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. Such Any notice 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 shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast CorporationEach such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Act or to a favorable vote of such security holders.

Other Notices. In case If at any time prior to the Expiration Datetime: (ia) the Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesStock; (ii) the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights; (iiia) there shall be any capital reorganization or reclassification of the capital stock of the Company, ; or consolidation, amalgamation consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationcorporation or other business entity; or (ivb) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; (c) then, in any one or more of such casessaid cases and in accordance with Section 7, the Company shall give to the Holder (Ai) at least 10 days’ twenty (20) days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up up, and (Bii) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ twenty (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. Such 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 shares of Common Stock shall be entitled thereto, and such . Any notice given in accordance with the foregoing clause (Bii) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i) the 1. The Company shall declare any cash dividend or distribution upon its shares of Common Stock payable in sharesstock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (ii) the 2. The Company shall offer for subscription pro rata to the holders Holders of any of its shares of Common Stock any additional shares of Common Stock of any class or other rights; (iii) there 3. There shall be any capital reorganization or reclassification of the capital stock of the Company, Company or consolidation, amalgamation consolidation or merger of the Company with, or with the sale of all or substantially all of its assets to, to another corporationcorporation or entity; or (iv) there 4. There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, ; Then in any one or more of such cases, said cases the Company shall give by first class mail postage prepaid, addressed to the Holder (Aof this Warrant at the address of such Holder as shown on the books of the Company and pursuant to Paragraph 17(i) at least 10 days’ 20 days prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-winding up and (Bii) in the case of any such reorganization, reorganization or reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-winding up, at least 10 days’ 20 days prior written notice of the date when the same shall take place. Such Any notice in accordance with the foregoing required by clause (Ai) shall also specify, specify in the case of any such dividend, distribution or subscription rights, rights the date on which the holders of shares of Common Stock shall be entitled thereto, thereto and such a notice in accordance with the foregoing clause required by (Bii) shall also specify the date on which the holders of shares of the Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, merger or sale, dissolution, liquidation or winding-up, winding up as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration DateTime of Expiry: (i) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock Shares payable in sharesCommon Shares; (ii) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock 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 CompanyCorporation, or consolidation, amalgamation or merger of the Company Corporation with, or sale of all or substantially all of its assets to, another corporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, then, in any one or more of such cases, the Company Corporation shall give to the Holder (A) at least 10 days’ prior written notice of the date on which a record date shall be taken for such 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, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock Shares shall be entitled to exchange their shares of Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be. ViewCast Corporation.

Other Notices. In case If at any time prior to the Expiration Date: time: (ia) the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares; (iii) the Company shall offer for subscription pro rata to the holders of its shares of the Common Stock any additional shares of any class equity in the Company or other rights; ; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other property to the holders of shares of the Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or warrants to purchase, securities of the Company; (b) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with, or sale sale, transfer or lease of all or substantially all of its assets to, another corporationentity; or or (ivc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, in any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (Aa) at least 10 15 days’ ' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationissuance, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 15 days’ ' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice 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 shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.

Other Notices. In case at any time prior to the Expiration Datetime: (i1) the Company Corporation shall declare any dividend or distribution upon its shares of Common Stock payable in sharescash or stock or make any other distribution to the holders of its Common Stock; (ii2) the Company Corporation shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares to stock of any class or other rights; (iii3) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation, amalgamation a consolidation or merger of the Company withCorporation with or into, or a sale of all or substantially all of its assets to, another corporationentity or entities; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, Corporation; then, in any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, or by telex to non-U.S. residents, addressed to each holder of any shares of Series A Convertible preferred Stock at the Holder address of such holder as shown on the books of the Corporation, (Aa) at least 10 20 days’ ' prior written notice of the date on which the books of the Corporation shall close or a record date shall be taken for such 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-winding up and (Bb) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, at least 10 20 days’ ' prior written notice of the date when the same shall take place. Such notice 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 shares of Common Stock shall be entitled thereto, thereto and such notice in accordance with the foregoing clause (Bb) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-winding up, as the case may be. ViewCast Corporation.