Common use of Other Notices Clause in Contracts

Other Notices. In case at any time prior to the Termination Date: (a) The Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entity; or (d) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then in any one or more of said cases 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, pursuant to Section 16, (i) at least 20 days prior written notice of the date on which the books of the Company shall close or a record 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 or sale, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a) The Company the Issuer shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) distributions to the Holders holders of its Common Stock;; or (b) The Company the Issuer shall offer for subscription authorize the granting to the Holders of any all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Common Capital Stock of any class or other rights;; or (c) There there shall be any capital reorganization or reclassification of the capital stock Capital Stock of the Company or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entityIssuer; or (d) There there shall be any capital reorganization by the Issuer; or (e) there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; Then then, in any one or more each of said cases such cases, the Company Issuer shall give by first class mail postage prepaid, addressed written notice to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days prior written notice of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding and (ii) in winding-up, as the case of such reorganization or reclassificationmay be, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any Such notice required by clause (i) also shall also 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 Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entityperson; or (dc) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases 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, pursuant to notice in accordance with Section 16, 9: (ia) at least 20 ten (10) days prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolutiondissolution (except to the extent involuntary), liquidation liquidation, winding-up or winding uppublic offering, notice on the earlier of (X) the date on which notice is given to the Company’s stockholders or (Y) at least 20 ten (10) days prior written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding up public offering, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare any cash dividend upon its Common Stock common shares payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common StockShares; (bii) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock common shares any additional shares of Common Stock of any class or other rights; (ciii) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation consolidation, amalgamation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then , then, in any one or more of said cases such cases, the Company shall give 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, pursuant to Section 16, (iA) at least 20 days 10 days' prior written notice of the date on which the books of the Company shall close or a record 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 or merger, amalgamation, sale, dissolution, liquidation or winding winding-up and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days 10 days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (iA) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock common shares shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iiB) shall also specify the date on which the holders of the Common Stock common shares shall be entitled to exchange their Common Stock common shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, amalgamation, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a1) The the Company shall declare any cash dividend upon its Common Stock Shares payable in stock shares or make authorize any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common StockShares; (b2) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of Common Stock of any class or other rights; (c3) There there shall be any capital reorganization reorganization, or reclassification of the capital stock shares of the Company (other than a transaction covered by paragraph 4F), or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days 10 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or of subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, and (iib) in the case of such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days 10 days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the forgoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock Shares shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a1) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b2) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c3) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or a consolidation or merger of the Company Corporation with or into, or a sale of all or substantially of all its assets to to, another corporation entity or entityentities; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give give, by first class mail mail, postage prepaid, or by facsimile transmission to non-U.S. residents, addressed to the Holder each holder of this Warrant any shares of Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16Corporation, (ia) at least 20 days days’ prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or merger, sale, dissolution, liquidation or winding up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock Ordinary Shares; (b) the Company shall declare any dividend upon its Ordinary Shares payable in stock shares or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rightsOrdinary Shares; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; or; (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (e) the Company shall take or propose to take any other corporate action, prior notice of which is actually provided to holders of the Ordinary Shares; then, in any one or more of said cases 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, pursuant to Section 16Agent, (i) at least 20 days ten days’ prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action, at least 20 days prior ten days’ written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall distribution will be entitled thereto and a notice required by clause (ii) shall also specify the date on which the made to holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up as the case may beOrdinary Shares.

Other Notices. In case If at any time prior to the Termination Datetime: (a1) The the Company shall declare any cash dividend upon its Preferred Stock (or Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockissuable upon conversion thereof); (b2) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orPerson; (d3) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; (4) there shall be an IPO; Then or (5) the Company shall propose to complete an Acquisition; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 twenty (20) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least 20 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. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights the date on which the holders of Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to exchange their Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding up public offering, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a) The i. the Company shall declare any cash dividend upon its the Common Stock payable in shares of stock of any class or make any special dividend or other distribution (other than regular dividends or distributions payable in cash dividendsout of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the Holders holders of its the Common Stock; (b) The ii. the Company shall offer for subscription pro rata to the Holders holders of any of its the Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There iii. there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; or (d) There iv. there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases each such case, the Company shall 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, pursuant to Section 16, (ia) at least 20 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or for determining rights the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 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. Any Such notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, or winding up winding-up, as the case may be. Such notice shall be given at least ten (10) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend or distribution upon shares of its Common Stock; (b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights, or shall offer any of its securities pursuant to a public offering; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) the Company shall take or propose to take any other action, notice of which is actually provided (or is required to be provided, pursuant to any written agreement) to holders of Common Stock; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, written notice setting forth the principal terms of such event (i) at least 20 twenty (20) days prior written notice of to the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action described in clause (f) above and (ii) in the case of any such reorganization or public offering, reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action described in clause (f) above at least 20 twenty (20) days prior written notice of to the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by clause (ii) shall also specify given in accordance with the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up as the case may be.foregoing clause

Other Notices. In case at any time prior to the Termination Datetime: (a1) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockstock; (b2) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c3) There there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company Corporation, or consolidation or merger of the Company with Corporation with, or sale of all or substantially all of its assets to to, another corporation or entityCorporation; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give by first class mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16give, (ia) at least 20 days days' prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or merger, sale, dissolution, liquidation or winding up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder, as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 30 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior 30 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Stock in such event. Notwithstanding anything herein to the contrary, if and to the extent the Holder chooses to exercise this Warrant within the ten-day period following receipt of the notice specified in clause (ii) above, the Holder may elect to pay the aggregate Stock Purchase Price by delivering to the Company cash or a cashier's check in the amount of the aggregate par value of the shares of Stock to be purchased and the Holder's full recourse Promissory Note in the amount of the balance of the aggregate Stock Purchase Price, which Note shall be payable to the order of the Company in a single sum on the 30th day following the date of receipt of such notice and shall bear interest at the lowest applicable federal short term rate (using monthly compounding) as established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, or any successor provision; provided, however, 27 that if the Holder elects to deliver such a Promissory Note to the Company, the Holder will pledge to the Company all Stock issued in connection with the exercise of this Warrant, and the Company shall retain possession of the certificates evidencing such Stock, until such time as the Note is paid in full.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare makes any cash dividend distributions payable in stock upon its Common Stock payable in stock Shares or make makes any special dividend or other distribution distributions (other than regular cash dividends) to the Holders holders of its Common StockShares; (b) The the Company shall offer offers for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of Common Stock stock of any class or any other rights; (c) There shall be any there is a capital reorganization or reorganization, a reclassification of the capital stock of the Company or a consolidation or merger of the Company with with, or a sale of all or substantially all of its assets to to, another corporation or legal entity; or (d) There shall be there is a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases these cases, the Company shall give by first class mail postage prepaid, addressed written notice to the Warrant Holder in the manner set forth in Section 3.05 of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days prior written notice of the date on which (i) the books of the Company shall close or a record 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 or salemerger, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up of the Company takes place. The notice also shall specify the date as of which the case may beholders of record of Common Shares shall participate in the dividend, distribution or subscription rights, or shall be entitled to exchange their Common Shares for securities or other property deliverable upon the reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up of the Company. The notice shall be given at least thirty (30) days prior to the transaction in question and not less than thirty (30) days prior to the record date or the date on which the Company’ transfer books are closed with respect to the transaction. The failure to give such notice to the Warrant Holder, or any defect in such notice to the Warrant Holder, shall not affect the legality or validity of any transaction covered or to be covered in such notice.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Preferred Stock; (b) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Preferred Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Preferred Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; or (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one anyone or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 10 days’ prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action, at least 20 days prior 10 days’ written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Preferred Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Preferred Stock shall be entitled to exchange their Common Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, or other action as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend or distribution upon shares of its Common Stock; (b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights, or shall offer any of its securities pursuant to a public offering; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) the Company shall take or propose to take any other action, notice of which is actually provided (or is required to be provided, pursuant to any written agreement) to holders of Common Stock; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, written notice setting forth the principal terms of such event (i) at least 20 twenty (20) days prior written notice of to the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action described in clause (f) above and (ii) in the case of any such reorganization or public offering, reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action described in clause (f) above at least 20 twenty (20) days prior written notice of to the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the approximate date on after which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, sale dissolution, liquidation or winding up winding-up, or other action described in clause (f) above, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder, as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 30 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior 30 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Stock in such event. Notwithstanding anything herein to the contrary, if and to the extent the Holder chooses to exercise this Warrant within the ten-day period following receipt of the notice specified in clause (ii) above, the Holder may elect to pay the aggregate Stock Purchase Price by delivering to the Company cash or a cashier's check in the amount of the aggregate par value of the shares of Stock to be purchased and the Holder's full recourse Promissory Note in the amount of the balance of the aggregate Stock Purchase Price, which Note shall be payable to the order of the Company in a single sum on the 30th day following the date of receipt of such notice and shall bear interest at the lowest applicable federal short term rate (using monthly compounding) as established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, or any successor provision; provided, however, that if the Holder elects to deliver such a Promissory Note to the Company, the Holder will pledge to the Company all Stock issued in connection with the exercise of this Warrant, and the Company shall retain possession of the certificates evidencing such Stock, until such time as the Note is paid in full.

Other Notices. In case If at any time prior to time: the Termination Date: (a) The Company shall declare any cash dividend upon its Common Stock; the Company shall declare any dividend upon its Common Stock payable in stock Common Stock (other than a dividend payable solely in shares of Common Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There ; there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation corporation; or entity; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant Note at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 10 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up, (ii) at least 10 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 10 days prior written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case at any time prior to the Termination Date: time: (a) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend dividends or other distribution (other than regular cash dividends) distributions to the Holders holders of its Common Stock; ; or (b) The the Company shall offer for subscription authorize the granting to the Holders of any all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Common Capital Stock of any class or of any Common Stock Equivalents or Convertible Securities or other rights; ; or (c) There there shall be any reclassification of the Capital Stock of the Company; or (d) there shall be any capital reorganization by the Company; or reclassification of the capital stock of (e) there shall be any (i) consolidation or merger involving the Company or consolidation (ii) sale, transfer or merger of the Company with or sale other disposition of all or substantially all of the Company's property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its assets shares of Capital Stock shall continue to another corporation be outstanding and unchanged and except a consolidation, merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or or (df) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCompany or any partial liquidation of the Company or distribution to holders of Common Stock; Then then, in any one or more each of said cases such cases, the Company shall give by first class mail postage prepaid, addressed written notice to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days prior written notice of the date on which (A) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any (B) such reclassification, reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding and (ii) in winding-up, as the case of such reorganization or reclassificationmay be, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any Such notice required by clause (i) also shall also specify in the case of any such dividend, distribution or subscription rights the date on as of which the holders of Common Stock of record shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock participate in such distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reclassification, reorganization, reclassificationconsolidation, merger or salemerger, disposition, dissolution, liquidation or winding up winding-up, as the case may be. Such notice shall be given at least twenty days prior to the action in question and not less than twenty days prior to the record date or the date on which the Company's transfer books are closed in respect thereto. The Company shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not waive such notice (or, if such requires no notice, then two Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividendsa dividend described in Section 6(a)) to the Holders of upon its Common Stock; (b) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation consolidation, amalgamation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then , then, in any one or more of said cases such cases, the Company shall give 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, pursuant to Section 16, (iA) at least 20 days 10 days’ prior written notice of the date on which the books of the Company shall close or a record 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 or merger, amalgamation, sale, dissolution, liquidation or winding winding-up and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days 10 days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (iA) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iiB) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, amalgamation, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding up conversion, as the case may be.

Other Notices. In case If at any time prior to the Termination Date:time: ------------- (a) The the Company shall declare any cash dividend upon any of its Common Stock stock; (b) the Company shall declare any dividend upon its stock payable in stock stock, or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stockstock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock; then, in any one anyone or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 10 day's prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action, at least 20 days prior 10 day's written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, or other action as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a1) The the Company shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b2) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock such stock of any class or other rights; (c3) There there shall be any capital reorganization or reclassification of the capital stock Capital Stock of the Company Company, or a consolidation or merger of the Company with with, or a sale of all or substantially of all its assets to to, another corporation or entitycorporation; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases such occurrences, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder each holder of this Warrant any shares of Series Q Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, : (i) at least 20 15 days prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding up; and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days 15 days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its or pay to the holders of Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockdividend; (b) The the Company shall offer for subscription pro rata to the Holders holders of any of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or other entity; or; (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; (e) there shall be made any tender offer for any shares of capital stock of the Company; Then or (f) there shall be any other Transaction; then, in any one or more of said cases such cases, the Company shall give by first class mail postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 15 days prior to any event referred to in subsection (a) or (b) above, at least 30 days prior to any event referred to in subsection (c), (d) or (e) above, and within five days after it has knowledge of any pending tender offer referred to in subsection (e) above or other Transaction, written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation liquidation, winding-up or winding Transaction or the date by which shareholders must tender shares in any tender offer and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uptender offer or Transaction known to the Company, at least 20 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. Any Such notice required by in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, tender offer or winding up Transaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required.

Other Notices. In case at any time prior to the Termination Datetime: (a) The Company ▇. ▇▇▇▇▇▇ shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockstock; (b) The Company ii. Reuter shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There iii. there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company Reuter, or consolidation or merger of the Company with Reuter with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (d) There iv. there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyReuter; Then then, in any one or more of said cases the Company cases, Reuter 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, pursuant to Section 16give, (i) at least 20 days prior written notice of the date on which the books of the Company Reuter shall close or a record 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 or merger, sale, dissolution, liquidation or winding up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its (i) offer for subscription pro rata to the holders of shares of the Common Stock payable or Preferred Stock any additional equity in stock or make any special dividend the Company or other distribution rights; (ii) pay a dividend in additional shares of the Preferred Stock or Common Stock or distribute securities or other than regular cash dividends) property to the Holders holders of its shares of the Preferred Stock or Common StockStock (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) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with with, or sale sale, transfer or lease of all or substantially all of its assets to to, another corporation or entity; or (dc) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such subscription rights, dividend, distribution or subscription rights or for determining rights to vote issuance, and (b) in respect the case of any such reorganization, reclassification, consolidation, merger or salemerger, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days 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. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividendsubscription rights, distribution or subscription rights the date on which the holders of shares of Common Stock or Preferred Stock shall be entitled thereto to exercise their rights with respect thereto, and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of shares of Preferred Stock or Common Stock, as the Common Stock case may be, shall be entitled to exchange their Common Stock such shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be. Failure 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 after the Termination Date:issuance of this Note: ------------- (a) The the Company shall declare any cash dividend upon its Common Stock Shares payable in shares of capital stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common StockShares; (b) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or any consolidation or merger of the Company with with, or sale of all or substantially all of its assets to or the sale of the patent to, another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then in any one or more of said cases then, the Company shall give give, by first first-class mail mail, postage prepaid, addressed to the Holder of this Warrant Note at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 ten (10) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such determining the holders of Shares entitled to receive a dividend, distribution or subscription rights right or for determining rights the right to vote in respect of any such reorganization, reclassification, consolidation, merger or salemerger, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, and (ii) as to (c) and (d), above, at least 20 ten (10) days prior written notice of the date when the same any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place. Any Such notice required by clause (i) shall also specify in accordance with the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by foregoing clause (ii) shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their Common Stock shares for 3 securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare any cash dividend upon its the Common Stock payable in shares of stock of any class or make any special dividend or other distribution (other than regular dividends or distributions payable in cash dividendsout of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the Holders holders of its the Common Stock; (bii) The the Company shall offer for subscription pro rata to the Holders olders of any of its the Common Stock any additional shares of Common Stock stock of any class lass or other rights; (ciii) There there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases each such case, the Company shall 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, pursuant to Section 16, (ia) at least 20 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining 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 or merger, sale, dissolution, liquidation or winding winding-up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 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. Any Such notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, or winding up winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare or pay to all the holders of Capital Stock any cash dividend upon its Common Stock (whether payable in stock or make any special dividend Capital Stock, cash, securities or other distribution (other than regular cash dividends) to the Holders of its Common Stockproperty); (bii) The the Company shall offer for subscription pro rata to all the Holders holders of any of its Common Capital Stock any additional shares of Common Stock stock of any class or other rights; (ciii) There there shall be any capital reorganization reorganization, or reclassification of the capital stock Capital Stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially of all its assets to to, another corporation or other entity; or; (div) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding winding- up of the Company; Then or (v) there shall be any other Fundamental Change Transaction; then, in any one or more of said cases such cases, the Company shall give by first class mail postage prepaid, addressed to the Holder holder of this Warrant (a) at least five (5) Business Days prior to the address of such Holder as shown on the books of the Company, pursuant record date established or related to Section 16, any event referred to in clause (i) at least 20 days prior written notice - (v) above (which, for purposes of events referred to in clauses (i) - (v) above, shall be the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up, or winding Transaction) written notice of such record date and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up, or winding upTransaction known to the Company, at least 20 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. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution distribution, or subscription rights rights, the date on which the such holders of Common Capital Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the such holders of the Common Capital Stock shall be entitled to exchange their Common Capital Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, or winding up Transaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act, or to a favorable vote of security holders, if either is required.

Other Notices. In case at any time prior to the Termination Datetime: (a) The Company shall declare any cash dividend upon its Common Stock dividends payable in stock Shares or make any special dividend or other liquidating distribution (other than regular cash dividends) to the Holders registered holders of its Common StockShares; (b) The Company shall offer any additional Shares for subscription pro rata to the Holders of any registered holders of its Common Stock any additional shares of Common Stock of any class or other rightsShares; (c) There shall be any capital reorganization or reorganization, reclassification of the capital stock of the Company or consolidation Shares, consolidations or merger of the Company with with, or sale of all or substantially all of its assets to another corporation or entity; or (d) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then , then, in any one or more of said cases such cases, the Company shall give by first class mail postage prepaid, addressed written notice to the Holder registered holders of this Warrant the Warrants at the address of such Holder holders as shown on the books of the Company, pursuant and to Section 16the Warrant Agent, (i) at least 20 days prior written notice of the date on which (i) the books of the Company shall close or a record of registered holders of Shares shall be taken for such dividend, liquidating distribution or subscription rights rights, or for determining rights to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger or merger, refinancing, sale, dissolution, liquidation liquidation, or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same up shall take place. Any notice required by clause (i) shall also specify in , as the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a may be. Such notice required by clause (ii) shall also specify the date on as of which the holders of the Common Stock Shares of record shall participate in such liquidating distribution or subscription rights, or shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, or winding up up, as the case may be. Such notice to the registered holders of the Warrants 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. Such notice to the Warrant Agent shall be given as soon as practicable, and in any event prior to the giving of notice to the registered holders of the Warrants. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any of the matters set forth in this Section 3.3.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockshares; (b) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock shares any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (e) there shall be a public offering of Company securities; then, in any one or more of said cases cases, the Company shall give by first class mail postage prepaid, addressed to the Holder registered holder of this Warrant at Warrant, by the address of such Holder as shown on the books of the Company, pursuant to means specified in Section 1610 herein, (i) at least 20 days twenty (20) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least 20 days twenty (20) days’ prior written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on or after which the holders of Common Stock shares shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on or after which the holders of the Common Stock shares shall be entitled to exchange their Common Stock shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding up public offering, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bii) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (ciii) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or a consolidation or merger of the Company with Corporation with, or a sale of all or substantially of all its assets to to, another corporation or other entity; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give give, by first class mail mail, postage prepaid, addressed to the Holder each holder of this Warrant Convertible Debentures at the address of such Holder holder as shown on set forth in the books register maintained by the Corporation for the registration of the Company, pursuant to Section 16transfer and exchange of Convertible Debentures, (iA) at least 20 days days' prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or merger, sale, dissolution, liquidation or winding up, and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (iA) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iiB) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, 20 21 reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The 4.7.1 the Company shall declare any declares a cash dividend upon on its Common Stock payable at a rate in excess of the rate of the last cash dividend theretofore paid; 4.7.2 the Company declares a dividend on its Common Stock payable in stock securities or make any pays a special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common StockShares; (b) The 4.7.3 the Company shall offer offers for subscription to the Holders holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There shall be any capital reorganization or reclassification of the capital stock of the Company or 4.7.4 there is a reorganization, reclassification, consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or other entity; or (d) There shall be 4.7.5 there is a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then in any one or more of said cases then the Company shall give by first class mail postage prepaidwill give, addressed as provided in paragraph 15 below, to the Holder of this Warrant at the Holder’s address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days ten (10) business days’ prior written notice of the date on which the books of the Company shall will close or a record 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 or merger, sale, dissolution, liquidation or winding up, and (ii) in the case of such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days ten (10) business days’ prior written notice of the date when the same shall will take place. Any notice required by clause (i) shall will also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall Holder will be entitled thereto thereto, and a any notice required by clause (ii) shall will also specify the anticipated date on which the holders of the Common Stock shall Holder will be entitled to exchange their Common Stock its Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare any cash dividend upon its the Common Stock payable in shares of stock of any class or make any special dividend or other distribution (other than regular dividends or distributions payable in cash dividendsout of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the Holders holders of its the Common Stock; (bii) The the Company shall offer for subscription pro rata to the Holders holders of any of its the Common Stock any additional shares of Common Stock stock of any class or other rights; (ciii) There there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases each such case, the Company shall 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, pursuant to Section 16, (ia) at least 20 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining 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 or merger, sale, dissolution, liquidation or winding winding-up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 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. Any Such notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, or winding up winding-up, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The any taking by the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to of a record of the Holders of its Common Stock; (b) The Company shall offer for subscription to the Holders holders of any class of its Common Stock securities for the purpose of determining the holders thereof who are entitled to receive any additional dividend on, or any right to subscribe for, purchase or otherwise acquire any shares of Common Stock stock of any class or any other rightssecurities or property, or to receive any other right; (cii) There shall be any capital reorganization of the Company, any reclassification or reclassification recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entity; orinto any other Person; (diii) There shall be a any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then in or (iv) any one or more of said cases offer by the Company shall give by first 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 postage prepaid, addressed or cause to be mailed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, a notice specifying (i) at least 20 days prior written notice of the date on which the books of the Company shall close or a any such record 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 or salemerger, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall winding-up is to take place. Any notice required by clause (i) shall also specify in , and the case time, if any is to be fixed, as of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders record of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon on such reorganization, reclassification, merger or salerecapitalization, transfer, consolidation, merger, dissolution, liquidation or winding up as winding-up, and (iii) the case may beamount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall 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 a favorable vote of stockholders, if either is required. Such notice shall be delivered at least 20 days prior to the date specified in such notice on which any such action is to be taken or the record date, whichever is earlier.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare any cash dividend upon its the Common Stock payable in shares of stock of any class or make any special dividend or other distribution (other than regular dividends or distributions payable in cash dividendsout of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the Holders holders of its the Common Stock; (bii) The the Company shall offer for subscription pro rata to the Holders holders of any of its the Common Stock any additional shares of Common Stock stock of any class or other rights; (ciii) There there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases each such case, the Company shall 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, pursuant to Section 16, (ia) at least 20 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining 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 or merger, sale, dissolution, liquidation or winding winding-up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 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. Any Such notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, or winding up winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The Company the Corporation shall declare any cash dividend upon its Common Stock Shares payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common StockShares; (bii) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of Common Stock of any class or other rights; (ciii) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or consolidation consolidation, amalgamation or merger of the Company with Corporation with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then Corporation. then, in any one or more of said cases such cases, the Company Corporation shall give by first class mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, Agent: (iA) at least 20 days ten (10) days’ prior written notice of the date on which the books of the Company shall close or a record 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 or merger, amalgamation, sale, dissolution, liquidation or winding winding-up; and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days ten (10) days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (iA) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock Shares shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iiB) shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, amalgamation, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare pays any cash dividend dividends payable in stock upon its Common Stock payable in stock Shares or make makes any special dividend or other distribution distributions (other than regular cash dividends) to the Holders holders of its Common StockShares; (b) The the Company shall offer offers for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of stock, securities convertible into Common Stock Shares, securities of any class class, or any other rights; (c) There shall be any there is a capital reorganization or reclassification reorganization, a classification of the capital stock of the Company or a consolidation or merger of the Company with with, or a sale of all or substantially all of its assets to, another entity; (d) the Company proposes to another corporation make a tender offer, redemption offer or entityexchange offer with respect to the Common Shares; or (de) There shall be there is a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases these cases, the Company shall give by first class mail postage prepaid, addressed to written notice in the Holder manner set forth in Section 3.04 of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days prior written notice Agreement of the date on which (i) the books of the Company shall close or a record shall be is taken for such the dividend, distribution distribution, subscription or subscription rights offer rights, or for determining rights to vote in respect of any such (ii) the reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding and (ii) up takes place. The notice also shall specify the date as of which the holders of record of Common Shares shall participate in dividend, distribution, subscription or offer rights, or shall be entitled to exchange their Common Shares for securities or other property deliverable upon the case of such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, . The notice shall be given and published at least 20 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. Any notice required by clause (i) 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 Common Stock shall any transaction covered or to be entitled thereto and a notice required by clause (ii) shall also specify covered in the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up as the case may benotice.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare or pay any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The the Company shall offer for subscription pro rata to the Holders holders of any of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orother entity (other than a merger or consolidation with a directly or indirectly wholly-owned subsidiary of the Company in which the Company is the survivor); (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; e) there shall be made any tender offer for any shares of capital stock of the Company; Then or f) there shall be any other Transaction; then, in any one or more of said cases such cases, the Company shall give by first class mail postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 15 days prior to the record date for any dividend or distribution referred to in subsection (a) above, at least 30 days prior to any event referred to in subsection (b), (c) or (d) above, and within five days after it has knowledge of any pending tender offer or other Transaction, written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation liquidation, winding-up or winding Transaction or the date by which shareholders must tender shares in any tender offer and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uptender offer or Transaction known to the Company, at least 20 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. Any Such notice required by in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, tender offer or winding up Transaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders or any other approval requirement, if such is required.

Other Notices. In case If at any time prior to the Termination Date:time: ------------- (a) The the Company shall declare any cash dividend upon its Common Preferred stock; (b) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Preferred Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (e) the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 10 day's prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action, at least 20 days prior 10 day's written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Preferred Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Preferred Stock shall be entitled to exchange their Common Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, or other action as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entity; orCompany; (d) There there shall be any Change of Control Transaction (as defined in the Note and Warrant Purchase Agreement, dated March 18, 2004, by and among the Company and the other parties thereto (the “Purchase Agreement”)); (e) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) there shall be any Qualified Offering (as defined in the Purchase Agreement); then, in any one or more of said cases 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 Purchaser, by any of the Company, pursuant to methods of notice as described in Section 164, (ix) at least 20 days 10 days’ prior written notice of the date on which the books of the Company shall close or a record 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 or saleChange of Control Transaction, dissolution, liquidation or winding winding-up, and (iiy) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or saleChange of Control Transaction, dissolution, liquidation liquidation, winding-up or winding upQualified Offering, at least 20 days 10 days’ prior written notice of the date when the same shall take place; provided, however, that the Purchaser shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof; and provided further that the Company shall be required to give prior written notice at least 10 days in advance of any action contemplated by clauses (a), (b) and (f) above. Any notice required by clause (i) given in accordance with the foregoing sentence shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock Warrant Shares shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iiy) shall also specify the date on which the holders of the Common Stock Warrant Shares shall be entitled to exchange their Common Stock Warrant Shares for securities or other property deliverable upon such reorganization, reclassification, merger or saleChange of Control Transaction, dissolution, liquidation liquidation, winding-up, conversion or winding up Qualified Offering, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (ai) The the Company shall declare any cash dividend upon its Common Stock; (ii) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (biii) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 30 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation; merger, merger or sale, dissolution, liquidation or winding winding-up, at least 20 days prior 30 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. Notwithstanding anything herein to the contrary, if and to the extent the Holder chooses to exercise this Warrant within the ten-day period following receipt of the notice specified in clause (ii) above, the Holder may elect to pay the aggregate Stock Purchase Price by delivering to the Company cash or a cashier's check in the amount of the aggregate par value of the shares of Stock to be purchased.

Other Notices. In case at any time prior to the Termination Datetime: (a) The Company a21 shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company a21 shall offer for subscription pro rata to the Holders holders of any of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company a21, or a consolidation or merger of the Company a21 with or sale into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially of all its assets to another corporation or entityassets; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Companya21; Then then, in any one or more of said cases the Company cases, a21 shall give give, by first class mail postage prepaiddelivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to the Holder each holder of this Warrant any shares of Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16a21, (ia) at least 20 days days’ prior written notice of the date on which the books of the Company a21 shall close or a record 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 or salemerger, disposition, dissolution, liquidation or winding up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding up, at least 20 days days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Date:time: ------------- (a) The the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation. (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) there shall be an initial public offering of the Company's securities; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days thirty (30) days' prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least 20 days thirty (30) 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; and provided further that the Company shall be required to give prior written notice at least fifteen (15) days in advance of any action contemplated by Sections 5 (a) - (c) above. Any notice required by clause (i) given in accordance with the foregoing sentence shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding up public offering, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a) The Company a21 shall declare any cash dividend upon its a21 Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its a21 Common Stock; (b) The Company a21 shall offer for subscription pro rata to the Holders holders of any of its a21 Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company a21, or a consolidation or merger of the Company a21 with or sale into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially of all its assets to another corporation or entitya sale of 50% or more of the issued and outstanding a21 Common Stock; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Companya21; Then then, in any one or more of said cases the Company cases, a21 shall give give, by first class mail postage prepaiddelivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to the Holder each holder of this Warrant any shares of Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16a21, (ia) at least 20 days days’ prior written notice of the date on which the books of the Company a21 shall close or a record 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 or salemerger, disposition, dissolution, liquidation or winding up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding up, at least 20 days days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of a21 Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the a21 Common Stock shall be entitled to exchange their a21 Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a1) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holder of its Common Stock; (b2) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock of stock for any class or other rights; (c3) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or a consolidation or merger of the Company Corporation with or into, or a sale of all or substantially of all its assets to to, another corporation entity or entityentities; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give give, by first class mail class, mail, postage prepaid, or by telex to non-U.S. residents, addressed to the Holder each holder of this Warrant any shares of Series A Convertible Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16Corporation, (ia) at least 20 days days' prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or merger, sale, dissolution, liquidation or winding up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidationconsolation, merger or mergers, sale, dissolution, liquidation or winding up, at least 20 days days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the forgoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time after the date of issuance of this -------------- Certificate and prior to the Termination DateTime of Expiry: (ai) The Company the Corporation shall declare any cash dividend upon its Common Stock Shares payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockkind; (bii) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of Common Stock of any class or other rights; (ciii) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or consolidation consolidation, amalgamation or merger of the Company with Corporation with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then Corporation, then, in any one or more of said cases such cases, (other than the Company consolidation disclosed in the Corporation's prospectus dated February 28, 2002) the Corporation shall give by first class mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (iA) at least 20 days 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, consolidationconsolidation (other than the consolidation disclosed in the Corporation's prospectus dated February 28, merger or 2002), merger, amalgamation, sale, dissolution, liquidation or winding winding-up and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days 10 days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (iA) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock Shares shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iiB) shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, amalgamation, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its shares of Common Stock or Series A Preferred Stock; (b) the Company shall declare any dividend upon its shares of Common Stock or Series A Preferred Stock payable in stock securities (other than a dividend payable solely in shares of Common Stock or Series A Preferred Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rightsSeries A Preferred Stock; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder of this Warrant EZ(or his transferee) at the his address of such Holder as shown on the books of the Company, pursuant to Section 16set forth above or otherwise designated by him (or his transferee), (i) at least 20 days 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior 15 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of shares of Common Stock or Series A Preferred Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their shares of Common Stock or Series A Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. If EZ (or its transferee) does not exercise its Options prior to the occurrence of an event described above, except as provided in Sections 2.1 and 2.4, EZ (or its transferee) shall not be entitled to receive the benefits accruing to existing holders of shares of Common Stock or Series A Preferred Stock, as the case may be, in such event.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its shares of Common Stock or Series A Preferred Stock; (b) the Company shall declare any dividend upon its shares of Common Stock or Series A Preferred Stock payable in stock securities (other than a dividend payable solely in shares of Common Stock or Series A Preferred Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rightsSeries A Preferred Stock; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder of this Warrant ▇▇▇▇▇▇ (or his transferee) at the his address of such Holder as shown on the books of the Company, pursuant to Section 16set forth above or otherwise designated by him (or his transferee), (i) at least 20 days 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior 15 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of shares of Common Stock or Series A Preferred Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their shares of Common Stock or Series A Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. If ▇▇▇▇▇▇ (or his transferee) does not exercise his Options prior to the occurrence of an event described above, except as provided in Sections 2.1 and 2.4, ▇▇▇▇▇▇ (or his transferee) shall not be entitled to receive the benefits accruing to existing holders of shares of Common Stock or Series A Preferred Stock, as the case may be, in such event.

Other Notices. In case at any time prior to the Termination Datetime: (a) 1. The Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (b) 2. The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) 3. There shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entity; or (d) 4. There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then in any one or more of said cases the Company shall give 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, Company and pursuant to Section 16, Paragraph 17 (i) at least 20 days prior written notice of the date on which the books of the Company shall close or a record 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 or sale, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a1) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (b2) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orPerson; (d3) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (4) there shall be a Sale Transaction or an initial public offering of the Company’s Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended (the “Act”); then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 twenty (20) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights dividend or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least 20 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. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding up public offering, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its (i) offer for subscription pro rata to the holders of shares of the Common Stock payable any additional equity in stock or make any special dividend the Company or other distribution rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other than regular cash dividends) property or assets to the Holders holders of its shares of the Common StockStock (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; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with with, or sale sale, transfer or lease of all or substantially all of its assets to to, another corporation or entity; or (dc) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ix) at least 20 days 10 days' prior written notice of the date on which the books of the Company shall close or a record 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 Section 2.4(a)(ii), and (y) in the case of any such reorganization, reclassification, consolidation, merger or salemerger, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days 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. Any Such notice required by in accordance with the foregoing clause (ix) shall also specify specify, in the case of any such dividendsubscription rights, distribution or subscription rights the date on which the holders of shares of Common Stock shall be entitled thereto to exercise their rights with respect thereto, and a such notice required by in accordance with the foregoing clause (iiy) shall also specify the date on which the holders of the shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (ai) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common StockShares; (bii) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock Shares any additional shares of Common Stock of any class or other rights; (ciii) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or consolidation consolidation, amalgamation or merger of the Company with Corporation with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then Corporation, then, in any one or more of said cases such cases, the Company Corporation shall give by first class mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, Warrantholder (iA) at least 20 days days’ prior written notice of the date on which the books of the Company shall close or a record 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 or merger, amalgamation, sale, dissolution, liquidation or winding winding-up and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (i) shall also specify (1) in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock Shares shall be entitled thereto thereto, and a notice required by clause (ii2) shall also specify in the case of any transaction described in the foregoing clauses (iii) and (iv), the date on which the holders of the Common Stock shall Shares are to be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, amalgamation, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare any cash dividend upon its the Common Stock payable in shares of stock of any class or make any special dividend or other distribution (other than regular dividends or distributions payable in cash dividendsout of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the Holders holders of its the Common Stock; (bii) The the Company shall offer for subscription pro rata to the Holders holders of any of its the Common Stock any additional shares of Common Stock stock of any class or other rights; (ciii) There there shall be any capital reorganization of the Company, or reclassification of the capital stock of the Company Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to to, another corporation or entity; or (div) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases each such case, the Company shall 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, pursuant to Section 16, (iA) at least 20 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining 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 or merger, sale, dissolution, liquidation or winding winding-up and (iiB) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 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. Any Such notice required by clause (i) shall also specify in the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, or winding up winding-up, as the case may be. Except for The Aeon Group, Inc. merger (of which the Corporation shall provide the legally required notice), such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no event prior to the public disclosure thereof. 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 If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its (i) offer for subscription pro rata to the holders of shares of the Common Stock payable any additional equity in stock or make any special dividend the Company or other distribution rights; (ii) pay a dividend in additional shares of the Common Stock or distribute securities or other than regular cash dividends) property or assets to the Holders holders of its shares of the Common StockStock (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; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with with, or sale sale, transfer or lease of all or substantially all of its assets to to, another corporation or entity; or (dc) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ix) at least 20 days 10 days' prior written notice of the date on which the books of the Company shall close or a record 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 Section 2.4(a)(ii), and (y) in the case of any such reorganization, reclassification, consolidation, merger or salemerger, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days 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. Any Such notice required by in accordance with the foregoing clause (ix) shall also specify specify, in the case of any such dividendsubscription rights, distribution or subscription rights the date on which the holders of shares of Common Stock shall be entitled thereto to exercise their rights with respect thereto, and a such notice required by in accordance with the foregoing clause (iiy) shall also specify the date on which the holders of the shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (ai) The the Company shall declare or pay to the holders of Capital Stock any dividend other than a regular periodic cash dividend or any periodic cash dividend in excess of 115% of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (ii) the Company shall declare or pay any dividend upon its Common Capital Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Capital Stock; (biii) The the Company shall offer for subscription pro rata to the Holders holders of any of its Common Capital Stock any additional shares of Common Stock stock of any class or other rights; (civ) There there shall be any capital reorganization reorganization, or reclassification of the capital stock Capital Stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or other entity; or; (dv) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (vi) there shall be any other Transaction; then, in any one or more of said cases such cases, the Company shall give by first class mail postage prepaid, addressed to the Holder holder of this each Stock Warrant (a) at the address of such Holder as shown on the books of the Company, pursuant least 15 days prior to Section 16, any event referred to in clause (i) or (ii) above, at least 20 30 days prior to any event referred to in clause (iii), (iv) or (v) above, and within five business days after it has knowledge of any pending Transaction, written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation liquidation, winding-up or winding Transaction and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding upTransaction known to the Company, at least 20 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. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Capital Stock shall be entitled thereto thereto, and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Capital Stock shall be entitled to exchange their Common Capital Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding up Transaction, as the case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required."

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock Shares; (b) the Company shall declare any dividend upon its Shares payable in stock securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rightsShares; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder registered holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior 15 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of Common Stock Shares shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Shares in such event.

Other Notices. In case at any time prior to the Termination Datetime: (a1) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b2) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock to stock of any class or other rights; (c3) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or a consolidation or merger of the Company Corporation with or into, or a sale of all or substantially of all its assets to to, another corporation entity or entityentities; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give give, by first class mail mail, postage prepaid, or by telex to non-U.S. residents, addressed to the Holder each holder of this Warrant any shares of Series A Convertible preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16Corporation, (ia) at least 20 days days' prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or merger, sale, dissolution, liquidation or winding up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (aA) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bB) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cC) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or a consolidation or merger of the Company Corporation with or sale into another entity or entities, or a sale, lease, license, abandonment, transfer or other disposition of all or substantially of all its assets to another corporation or entityassets; or (dD) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give give, by first class mail certified or registered mail, postage prepaid, return receipt requested, or electronic mail, addressed to the Holder each holder of this Warrant any shares of Series A Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16Corporation, (ix) at least 20 days days’ prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or salemerger, disposition, dissolution, liquidation or winding up and (iiy) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding up, at least 20 days days’ prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ix) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (iiy) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock Shares; (b) the Company shall declare any dividend upon its Common Shares payable in stock securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rightsShares; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with another corporation, or a sale of all or substantially all of its the Company's assets to another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding- up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the registered Holder of this Warrant the Warrants at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, dissolution, liquidation or winding and (iiiii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior 15 days' written notice of the date when the same shall take place. Any notice required by given in accordance with clause (i) above shall also specify specify, in the case of any such dividend, distribution or subscription rights option rights, the date on which the holders of Common Stock Shares shall be entitled thereto and a thereto. Any notice required by given in accordance with clause (iiiii) above shall also specify the date on which the holders of the Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.4, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock; (b) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (de) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days 10 days' prior written notice of the date on which the books of the Company shall close or a record 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 merger, sale, dissolution, liquidation, or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding winding-up, at least 20 days 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. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution distribution, or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding up conversion, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Preferred Stock; (b) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Preferred Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common preferred Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days day's prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, or other action, at least 20 days prior day's written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Preferred Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Preferred Stock shall be entitled to exchange their Common Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, or other action as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Class A Common Stock or Class B Common Stock; (b) the Company shall declare any dividend upon its Class A Common Stock or Class B Common Stock payable in stock (other than a dividend payable solely in shares of Class A Common Stock or Class B Common Stock) or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Class A Common Stock or Class B Common Stock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Class A Common Stock or Class B Common Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) there shall be an initial public offering of Company securities; then, in any one or more of said cases cases, the Company shall give by first class mail postage prepaid, addressed to the Holder registered holder of this Warrant at Warrant, by the address of such Holder as shown on the books of the Company, pursuant to means specified in Section 168 herein, (i) at least 20 days twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least 20 days twenty (20) days' prior written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Class A Common Stock or Class B Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Class A Common Stock or Class B Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up, conversion or winding up public offering, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Class A Common Stock in such event.

Other Notices. In case If at any time prior to the Termination Datetime: (a1) The the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b3) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c4) There there shall be any capital reorganization or reclassification of the capital stock of the Company company; or consolidation or merger of the Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (d5) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days thirty (30) days' prior written notice (by the method set forth in Section 3.4 above) of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days thirty (30) days' prior written notice of the date when the same shall take place; PROVIDED, HOWEVER, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be been entitled to exchange their Common Stock for securities or to other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding up conversion, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) distributions to the Holders holders of its Common Stock;; or (b) The the Company shall offer for subscription authorize the granting to the Holders of any all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Common Capital Stock of any class or other rights;; or (c) There there shall be any capital reorganization or reclassification of the capital stock Capital Stock of the Company or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entityCompany; or (d) There there shall be any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCompany or any partial liquidation of the Company or distribution to holders of Common Stock; Then then, in any one or more each of said cases such cases, the Company shall give by first class mail postage prepaid, addressed written notice to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding and (ii) in winding-up, as the case of such reorganization or reclassificationmay be, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any Such notice required by clause (i) also shall also 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 Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time prior to the Termination Datetime: (aA) The the Company shall declare any cash dividend upon its Common Stock; (B) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bC) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cD) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company; or consolidation or merger of the Company; or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (dE) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant Note at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days thirty (30) days' prior written notice (by the method set forth above) of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days thirty (30) days' prior written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation liquidation, winding-up or winding up conversion, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (aA) The the Company shall declare declares any cash dividend upon its Common Stock payable in cash or stock or make makes any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (bB) The the Company shall offer offers for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cC) There shall be there is any capital reorganization or reclassification of the capital stock of the Company Company, or a consolidation or merger of the Company with or sale into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially all of its the assets to another corporation or entityof the Company; or (dD) There shall be there is a voluntary or involuntary dissolution, liquidation or winding up of the Company; Then then, in any one or more of said cases cases, the Company shall give will give, by first class mail postage prepaiddelivery in person, certified or registered mail, return receipt requested, telecopier or telex. addressed to the Holder each holder of this Warrant any shares of Series Preferred at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 days days' prior written notice of the date on which the books of the Company shall will close or a record 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 or salemerger, disposition, dissolution, liquidation or winding up and (iib) in the case of such reorganization or reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding up, at least 20 days days' prior written notice of the date when the same shall will take place. Any Such notice required by in accordance with the foregoing clause (ia) shall will also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall will be entitled thereto and a such notice required by in accordance with the foregoing clause (iib) shall will also specify the date on which the holders of the Common Stock shall will be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon any of its Common Stock stock; (b) the Company shall declare any dividend upon its stock payable in stock stock, or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stockstock; (bc) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (cd) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (de) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (f) the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days day's prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, or other action and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding- up, or other action, at least 20 days prior day's written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, or other action as the case may be. Notwithstanding anything to the contrary, the Company's failure to give any notice required under Section 4.5 or 4.6 shall not affect the validity of any Company action requiring such notice to be given.

Other Notices. In case at any time prior to the Termination Datetime: (a) The the Company shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stockstock; (b) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entitycorporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases such cases, the Company shall give by first class mail postage prepaid, addressed to the Holder holder of this each Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days days' prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, dissolution, liquidation or winding winding-up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (i) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (ii) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The 3.5.1 the Company shall declare any cash dividend upon its Common Stock; 3.5.2 the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b) The Company shall offer for subscription to the Holders of any of its Common Stock any additional shares of Common Stock of any class or other rights; (c) There 3.5.3 there shall be any capital reorganization Restructuring or reclassification Change of the capital stock of the Company or consolidation or merger of the Company with or sale of all or substantially of its assets to another corporation or entity; orControl; (d) There 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or 3.5.5 there shall be an initial public offering of securities of the Company; then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (ia) at least 20 ten (10) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganizationRestructuring, reclassification, consolidation, merger or saleChange of Control, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reclassificationRestructuring, consolidation, merger or saleChange of Control, dissolution, liquidation liquidation, winding-up or winding uppublic offering, at least 20 ten (10) days prior written notice of the date when the same shall take place; PROVIDED, HOWEVER, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganizationRestructuring, reclassification, merger or saleChange of Control, dissolution, liquidation liquidation, winding-up or winding up public offering, as the case may be.

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall propose to declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (b) The the Company shall offer for subscription propose to declare or make any dividend or other distribution to the Holders of any holders of its Common Stock any additional shares of Common Stock of any class Stock, whether in cash, property or other rightssecurities; (c) There the Company shall be propose to effect any capital reorganization or reclassification of the capital stock of the Company or any consolidation or merger of the Company with or sale into another corporation in which the holders of Stock would receive any consideration for their shares of Stock, or any sale, lease or conveyance of all or substantially all of its the assets to another corporation or entityof the Company; or (d) There the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder of this Warrant at the address of such the Holder as shown listed on the books of the Company, pursuant to Section 16signature page hereto, (i) at least 20 days 15 business days’ prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, lease, conveyance, dissolution, liquidation or winding winding-up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, lease, conveyance, dissolution, liquidation or winding winding-up, at least 20 days prior 30 days’ written notice of the date when the same shall take place. Any notice required by Upon the occurrence of an event described in clause (i) shall also specify in c), the case of any such dividend, distribution or subscription rights the date on which the holders of Common Stock Holder shall be entitled thereto thereafter to receive upon exercise of this Warrant, as and a notice required when exercised, the kind and amount of shares of stock or other securities or assets which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised in full immediately prior to such event (assuming the entire amount of this Warrant was fully exercisable at such time); and in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions with respect to changes in and adjustments of the Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, or other securities or assets, thereafter deliverable upon the exercise of this Warrant. Unless the requirement is waived by the Requisite Holders (as defined in the Purchase Agreement), the Company will not effect any of the transactions described in clause (iic) shall also specify above unless, prior to the date on which consummation thereof, each person (other than the holders of the Common Stock shall Company) that may be entitled required to exchange their Common Stock for deliver any cash, stock, securities or other property deliverable assets upon such reorganizationthe exercise of this Warrant as provided herein shall assume, reclassificationby written instrument delivered to, merger or saleand reasonably satisfactory to, dissolutionthe Requisite Holders on behalf of all Holders, liquidation or winding up as (x) the case may be.obligations of the Company under this Warrant (and if the Company shall survive the consummation of any such

Other Notices. In case If at any time prior to the Termination Datetime: (a) The the Company shall propose to declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders of its Common Stock; (b) The the Company shall offer for subscription propose to declare or make any dividend or other distribution to the Holders of any holders of its Common Stock any additional shares of Common Stock of any class Stock, whether in cash, property or other rightssecurities; (c) There the Company shall be propose to effect any capital reorganization or reclassification of the capital stock of the Company or any consolidation or merger of the Company with or sale into another corporation or any sale, lease or conveyance of all or substantially all of its the assets to another corporation or entityof the Company; or (d) There the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then then, in any one or more of said cases cases, the Company shall give give, by first class mail certified or registered mail, postage prepaid, addressed to the Holder holder of this Warrant at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days 30 days' prior written notice of the date on which the books of the Company shall close or a record 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 or merger, sale, lease, conveyance, dissolution, liquidation or winding winding-up, and (ii) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, lease, conveyance, dissolution, liquidation or winding winding- up, at least 20 days prior 30 days' written notice of the date when the same shall take place. Any notice required by Upon the occurrence of an event described in clause (i) shall also specify in c), the case holder of any such dividend, distribution or subscription rights the date on which the holders of Common Stock this Warrant shall be entitled thereto thereafter to receive upon exercise of this Warrant the kind and a notice required by clause (ii) shall also specify the date on amount of shares of stock or other securities or assets which the holders of the Common Stock shall be holder would have been entitled to exchange their Common Stock for securities or other property deliverable upon receive after the occurrence of such reorganization, reclassification, merger or sale, dissolution, liquidation or winding up as the case may be.event had

Other Notices. In case If at any time prior to the Termination Date:time: ------------- (a1) The the Company shall declare any cash dividend upon its Common Stock shares of the same class and series as the Warrant Shares; (2) the Company shall declare any dividend upon its shares of the same class and series as the Warrant Shares payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stockshares of the same class and series as the Warrant Shares; (b3) The the Company shall offer for subscription pro rata to the Holders of any holders of its Common Stock shares of the same class and series as the Warrant Shares any additional shares of Common Stock stock of any class or other rights; (c4) There there shall be any capital reorganization or reclassification of the capital stock of the Company Company, or consolidation or merger of the Company with with, or sale of all or substantially all of its assets to to, another corporation or entity; orcorporation; (d5) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Then or (6) 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 the same class and series as the Warrant Shares, then, in any one or more of said cases cases, the Company shall give give, by first class mail mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on of the books of the Company, pursuant to Section 16, (ia) at least 20 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividenddividends, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding winding-up, at least 20 days prior written notice of the date when the same shall take place. Any notice required by given in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shares of the same class and series as the Warrant Shares shall be entitled thereto and a thereto. Any notice required by given in accordance with the foregoing clause (iib) shall also specify the date on which the holders of shares of the Common Stock same class and series as the Warrant Shares shall be entitled to exchange their Common Stock stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up winding-up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (a1) The Company the Corporation shall declare any cash dividend upon its Common Stock payable in cash or stock or make any special dividend or other distribution (other than regular cash dividends) to the Holders holders of its Common Stock; (b2) The Company the Corporation shall offer for subscription pro rata to the Holders of any holders of its Common Stock any additional shares of Common Stock stock of any class or other rights; (c3) There there shall be any capital reorganization or reclassification of the capital stock of the Company Corporation, or a consolidation or merger of the Company Corporation with or into, or a sale of all or substantially of all its assets to to, another corporation entity or entityentities; or (d4) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; Then then, in any one or more of said cases cases, the Company Corporation shall give give, by first class mail mail, postage prepaid, or by facsimile transmission to non-U.S. residents, addressed to the Holder each holder of this Warrant any shares of Series B Convertible Preferred Stock at the address of such Holder holder as shown on the books of the Company, pursuant to Section 16Corporation, (ia) at least 20 days days' prior written notice of the date on which the books of the Company Corporation shall close or a record 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 or merger, sale, dissolution, liquidation or winding up and (iib) in the case of any such reorganization or reorganization, reclassification, consolidation, merger or merger, sale, dissolution, liquidation or winding up, at least 20 days days' prior written notice of the date when the same shall take place. Any Such notice required by in accordance with the foregoing clause (ia) shall also specify specify, in the case of any such dividend, distribution or subscription rights rights, the date on which the holders of Common Stock shall be entitled thereto and a such notice required by in accordance with the foregoing clause (iib) shall also specify the date on which the holders of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger or consolidation, merger, sale, dissolution, liquidation or winding up up, as the case may be.

Other Notices. In case at any time prior to the Termination Datetime: (aA) The Company the Issuer shall declare any cash dividend upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) distributions to the Holders holders of its Common Stock;; or (bB) The Company the Issuer shall offer for subscription authorize the granting to the Holders of any all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Common Capital Stock of any class or other rights;; or (cC) There there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization or reclassification of by the capital stock of the Company or Issuer; or (E) there shall be any (i) consolidation or merger of involving the Company with Issuer or sale (ii) sale, transfer or other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets shares of Capital Stock shall continue to another corporation be outstanding and unchanged and except a consolidation, merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or (dF) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; Then then, in any one or more each of said cases such cases, the Company Issuer shall give by first class mail postage prepaid, addressed written notice to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, pursuant to Section 16, (i) at least 20 days prior written notice of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger or salemerger, disposition, dissolution, liquidation or winding and (ii) in winding-up, as the case of such reorganization or reclassificationmay be, consolidation, merger or sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Any Such notice required by clause (i) also shall also 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 Common Stock shall be entitled thereto and a notice required by clause (ii) shall also specify the date on which the holders of the Common Stock rights, or shall be entitled to exchange their certificates for Common Stock for 66 securities or other property deliverable upon such reorganization, reclassification, merger or saleconsolidation, merger, disposition, dissolution, liquidation or winding up winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the record date or effective date for the event specified in such notice.