Common use of Other Notices Clause in Contracts

Other Notices. In case at any time after the Issue Date: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 after the Issue Date: (i) the Company shall declare pays any dividend dividends payable in stock upon the its Common Stock payable in shares of stock of or makes any class or make any distributions (other distribution (including dividends or distributions payable in than regular cash out of retained earningsdividends) to the holders of the its Common Stock; ; (ii) the Company shall offer offers for subscription pro rata to the holders of the its Common Stock any additional shares of stock of any class or any other rights; ; (iii) there shall be any is a capital reorganization or reclassification of the Common Stock of the Company, or reclassification of the Common Stock, or a consolidation or merger of the Company with or intowith, or a share exchange in which the Common Stock of the Company is being acquired by, or a sale or lease of all or substantially all of its assets to, another corporation or entity; or or (iv) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such caseany one or more of these cases, the Company shall give cause to be mailed to the holder Holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be is taken for determining the holders of Common Stock entitled to receive any such dividend, distributiondistribution or subscription rights, or subscription rights or for determining (ii) the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-winding up and (b) shall take place. The notice also shall specify the date as of which the holders of the Common Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, salelease, dissolution, liquidation, or winding-winding up, as the case may be. Such The notice shall be given at least 30 twenty (20) days prior to the closing of the transaction in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in with respect theretoto the transaction. Failure to give any such notice the notice, or any defect therein in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the proceedings referred to in clauses (i)notice. On the date of the dissolution, (ii)liquidation or winding up of the Company, (iii) if it actually occurs, this Warrant and (iv) aboveall rights existing under this Warrant shall terminate.

Other Notices. In case at any time after the Issue Datetime: (ia) the Company shall declare any cash dividend upon or distribution to which Section 2.2 would be applicable; (b) the Common Stock payable in shares of stock of any class Company shall authorize the granting or make any other distribution (including dividends or distributions payable in cash out of retained earnings) issuance to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the its Common Stock of rights or warrants to subscribe for or purchase any additional shares of stock of any class or other rights; (iiic) the Company obtains knowledge of any offer to purchase (including any tender offer) any shares of any class of its stock from the Company or the holders of such shares; (d) there shall be any subdivision or combination of the Common Stock; (e) there shall be any recapitalization, reorganization or reclassification of the share capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or other entity; or (ivf) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first-class mail, postage prepaid, addressed to the holder Holder at the address of this Warrant such Holder determined in accordance with the provisions of Section 4.1 (ai) 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 the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription or purchase rights or for determining the holders of Common Stock entitled rights to vote in respect of any such recapitalization, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and up, (bii) in the case of any such recapitalization, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place, and (iii) promptly upon obtaining knowledge of any such offer to purchase shares of any class of its stock. Such notice in accordance with the foregoing 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, such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 , and such notice or any defect therein shall not affect in accordance with the validity of the proceedings referred to in clauses (i), (ii), foregoing clause (iii) and (iv) aboveshall also specify in reasonable detail the terms of the offer to purchase.

Other Notices. In case If at any time after the Issue Datetime: (ia) the Company shall declare any cash dividend upon its Shares; (b) the Company shall declare any dividend upon the Common Stock its Shares payable in shares of stock of any class securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockits Shares; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed each to registered Holder of a Warrant at the address of such holder as shown on the books of this Warrant the Company, (ai) at least 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 or distribution or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least thirty (30) days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the registered Holder of a Warrant does not exercise such Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 7.1 and 7.5, the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.

Other Notices. In case If at any time after the Issue Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of the its Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entitycorporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) 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 determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least twenty (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. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-upup or conversion, 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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) days prior to the record date or the date on which the Company's ’s books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Capital Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings or earned surplus) to the holders of the Common Capital Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Capital Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Capital Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 Capital Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Capital Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Capital Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Capital Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 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 proceeding referred to in clauses CLAUSES (iI), (iiII), (iii) III), and (ivIV) above.

Other Notices. In case at any time after the Issue Date:time: -------------- (iI) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (iiII) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiiIII) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or (ivIV) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or 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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;; ARTL SUBSCRIPTION AGREEMENT (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 ’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 after following the Issue Datedate hereof and prior to the expiration of this Warrant or the exercise in full of this Warrant: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days ten (10) Business Days prior to the record date or the date on which the Company's ’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 after the Issue Datetime: (ia) the Company shall declare to the holders of Common 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; (b) the Company shall declare or pay any dividend upon the Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in other than regular cash out of retained earningsdividends) to the holders of the Common Stock; (iic) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiid) there shall be any capital reorganization of the Companyreorganization, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or other entity; or; (ive) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; (f) there shall be made any tender offer for any shares of capital stock of the Company; or (g) there shall be any other Transaction; then, in each any one or more of such casecases, the Company shall give to the holder of this Warrant (i) at least 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 or other Transaction, 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 the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up or Transaction or the date by which shareholders must tender shares in any tender offer and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or tender offer or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (i) 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 such notice in accordance with the foregoing clause (ii) shall also specify the date (if known to receive such dividend, distribution, or subscription rights or the Company) on which the holders of Common Stock shall be entitled to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, tender offer or Transaction, as the case may be. Such notice shall be given at least 30 days prior to 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 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 a favorable vote of the proceedings referred to in clauses (i)security holders, (ii), (iii) and (iv) aboveif either is required.

Other Notices. In case If at any time after the Issue Datetime: (ia) the Company shall declare any cash dividend upon its Units; (b) the Company shall declare any dividend upon the Common Stock its Units payable in shares of stock of any class securities (other than a dividend payable solely in Units) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockits Units; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 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 the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Units shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Units shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Units for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder of the Warrant does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Units in clauses (i), (ii), (iii) and (iv) abovesuch event.

Other Notices. In case If at any time after the Issue Datetime: (ia) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common StockShares; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the holder Holder at the address of this Warrant the Holder as shown on the books of the Company, (ai) at least 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 the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Common Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Common Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.

Other Notices. In case at any time after the Issue Datetime: (i1) the Company Corporation shall declare any dividend upon the its Common Stock payable in shares of cash or stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock; (ii2) the Company Corporation shall offer for subscription pro rata PRO RATA to the holders of the its Common Stock any additional shares of stock of any class or other rights; (iii3) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Corporation, or a consolidation or merger of the Company Corporation with or intointo another entity or entities, or sale a sale, lease, abandonment, transfer or other disposition of all or substantially all its of the assets to, another corporation or entityof the Corporation; or (iv4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; then, in each such caseany one or more of said cases, the Company Corporation shall give give, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to the each holder of this Warrant any shares of Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days, prior written notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, 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. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza­tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan­tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary involun­tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi­dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, sale, dissolution, liquidationliqui­dation, or 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 ’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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;; EXHIBIT B TO ABIO SUBSCRIPTION AGREEMENT (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 ’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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company's ’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 after the Issue Datetime: (i) the Company shall declare pay any dividend dividends payable in stock upon the its Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in other than regular cash out of retained earningsdividends) to the holders of the its Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the its Common Stock any additional shares of stock of any class or by other rights; (iii) there shall be any capital reorganization of the Companyreorganization, redemption, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entitycorporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company; . then, in each any one or more of such casecases, the Company shall give to written notice in the holder of this Warrant manner set forth in sub-section (ae) notice of the date on which (A) 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, or subscription rights rights, or for determining the holders of Common Stock entitled to vote in respect of any (B) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganizationredemption, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, redemption, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case may be. Such notice shall be given and published at least 30 10 days prior to the action in question and not less than 10 days prior to the record date or the date on which the Company's ’s transfer books are closed in respect thereto. Failure to give any such notice notice, or any defect therein therein, shall not affect the legality or validity of any of the proceedings referred to matters set forth in clauses the foregoing sub-sections (i) to (iv), (ii), (iii) and (iv) aboveboth inclusive.

Other Notices. In case at any time after the Issue Date:time: ------------- (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) 196 when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Date: (i) time: the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) ; the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) ; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) or there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 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 at any time after the Issue Date:time: -------------- (iB) the Company Issuer shall declare any dividend upon authorize the granting to all holders of its Common Stock payable in of rights to subscribe for or purchase any shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Capital Stock any additional shares of stock of any class or other rights;; or (iiiC) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization of by the Company, or reclassification of the Common Stock, or Issuer; or (E) there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or (ivF) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer 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 the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the CompanyIssuer's transfer books are closed in respect thereto. Failure The Holder shall have the right to give send two (2) representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any such notice adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or any defect therein required to be distributed to the holders of the Common Stock. The Holder hereby (X) consents to the Issuer's merger with and into a Delaware corporation to be formed for the purpose of changing the Issuer's domicile, all as more fully described in the Purchase Agreement, (Y) consents to the new corporation's assumption of the Issuer's obligations hereunder as the Issuer's successor-in-interest, and (Z) agrees that the change of domicile accomplished as described in the Purchase Agreement shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) abovebe considered a Triggering Event.

Other Notices. In case If at any time after time: (a) the Issue Date: Company shall declare any cash dividend upon its Common Shares; (ib) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to Holder of its Common Shares; (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation corporation; or entity; or (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of Holder as shown on the books of the Company, (ai) at least 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 the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Holder shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their his Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If Holder does not exercise this Warrant prior to the record date or the date on which the Company's books are closed occurrence of an event described above, except as provided in respect thereto. Failure to give any such notice or any defect therein Sections 9.1 and 9.4, then Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Common Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.

Other Notices. In case If at any time after the Issue Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of the its Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the company; or consolidation or merger of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entitycorporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) 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 determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least ten (10) days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that failure to give -------- ------- such notice or any defects therein shall not affect the validity of the action taken by the Company. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of 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 the other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-upup or conversion, 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 after the Issue Date: (i) the Company shall declare pays any dividend dividends payable in stock upon the its Common Stock payable in shares of stock of or makes any class or make any distributions (other distribution (including dividends or distributions payable in than regular cash out of retained earningsdividends) to the holders of the its Common Stock; ; (ii) the Company shall offer offers for subscription pro rata to the holders of the its Common Stock any additional shares of stock of any class or any other rights; ; (iii) there shall be any is a capital reorganization or reclassification of the Common Stock of the Company, or reclassification of the Common Stock, or a consolidation or merger of the Company with or intowith, or a share exchange in which the Common Stock of the company is being acquired by, or a sale or lease of all or substantially all of its assets to, another corporation or entity; or or (iv) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such caseany one or more of these cases, the Company shall give cause to be mailed to the holder Holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be is taken for determining the holders of Common Stock entitled to receive any such dividend, distributiondistribution or subscription rights, or subscription rights or for determining (ii) the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-winding up and (b) shall take place. The notice also shall specify the date as of which the holders of the Common Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, salelease, dissolution, liquidation, or winding-winding up, as the case may be. Such The notice shall be given at least 30 ten (10) days prior to the closing of the transaction 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 with respect theretoto the transaction. Failure to give any such notice the notice, or any defect therein in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the proceedings referred to in clauses (i)notice. On the date of the dissolution, (ii)liquidation or winding up of the Company, (iii) if it actually occurs, this Warrant and (iv) aboveall rights existing under this Warrant shall terminate.

Other Notices. In case If at any time after the Issue Date:time: ------------- (ia) the Company shall propose to declare any cash dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock; (iib) the Company shall offer for subscription pro rata propose to declare or make any dividend or other distribution to the holders of the its Common Stock any additional shares of stock of any class Stock, whether in cash, property or other rightssecurities; (iiic) there the Company shall be propose to effect any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company or any consolidation or merger of the Company with or intointo another corporation or any sale, lease or sale conveyance of all or substantially all its assets to, another corporation or entityof the property of the Company; or (ivd) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, or international delivery service for international deliveries, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least fifteen (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 determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up, at least fifteen (15) business days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend or distribution, the record date for such dividend or distribution, if after the Commencement Date. Any notice given in accordance with clause (ii) above shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property property, if any, deliverable upon such reorganization, reclassification, consolidation, /merger, sale, lease, conveyance, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days In the event that the Holder of the Warrant does not exercise this Warrant prior to the record date occurrence of an event described in clause (a) or (b) above, the date on Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Stock in such event. Upon the occurrence of an event described in clause (c), the Holder shall be entitled thereafter, upon payment of the Stock Purchase Price in effect immediately prior to such action, to receive upon exercise of this Warrant the class and number of shares which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event. In connection with the transactions described in clause (c), the Company will require each person (other than the Company's books are closed in respect thereto. Failure ) that may be required to give deliver any such notice cash, stock, securities or any defect therein shall not affect other property upon the validity exercise of this Warrant as provided herein to assume, by written instrument delivered to, and reasonably satisfactory to, the holder of this Warrant (x) the obligations of the proceedings referred Company under this Warrant and (y) the obligation to deliver to such holder such cash, stock, securities or other property as such holder may be entitled to receive in clauses accordance with the provisions of this Section 3. Upon the occurrence of an event the proposal of which is described in clause (id), this Warrant shall terminate. Notwithstanding any other provision hereof, no Holder shall have the right to obtain an injunction or restraining order or otherwise interfere with or prevent the occurrence of any of the actions described in (ii), a) - (iii) and (ivd) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock Ordinary Shares payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common StockOrdinary Shares and holders of ADSs; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock Ordinary Shares and ADSs any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common StockOrdinary Shares, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; EXHIBIT A then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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 Ordinary Shares and holders of ADSs entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock Ordinary Shares entitled to vote and holders of ADSs entitled to give voting instructions to the Depositary in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock Ordinary Shares and holders of ADSs shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Ordinary Shares and ADSs for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza­tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan­tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary involun­tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder Holder of this Warrant (a) 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 dividenddivi­dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such The Company shall use commercially reasonable efforts to give such notice shall be given at least 30 days prior as soon as practicable as to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case If at any time after the Issue Datetime: (ia) the Company shall propose to declare any cash dividend upon its Stock; (b) the Common Stock payable in shares of stock of any class Company shall propose to declare or make any dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common its Stock, whether in cash, property or other securities; (iic) the Company shall offer for subscription pro rata propose to the holders of the Common Stock effect any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company or any consolidation or merger of the Company with or intointo another corporation in which the holders of Common Stock would receive any consideration for their shares of Common Stock, or sale any sale, lease or conveyance of all or substantially all its of the assets to, another corporation or entityof the Company; or (ivd) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the holder Holder at the address of this Warrant the Holder listed on the signature page hereto, (ai) at least 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 determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up, at least 30 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify Upon the date on which occurrence of an event described in clause (c), the holders of Common Stock Holder shall be entitled thereafter to receive such dividendupon exercise of this Warrant, distributionas and when exercised, or subscription rights or to exchange their Common Stock for the kind and amount of shares of stock or other securities or property 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 such reorganizationthe exercise of this Warrant. The Company will not effect any of the transactions described in clause (c) above unless, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 consummation thereof, each person (other than the Company's books are closed in respect thereto. Failure ) that may be required to give deliver any cash, stock, securities or other assets upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (x) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of any such notice or any defect therein transaction, such assumption shall be in addition to, and shall not affect release the validity Company from, any continuing obligations of the proceedings referred to in clauses (i), (ii), (iiiCompany under this Warrant) and (ivy) abovethe obligation to deliver to the Holder such cash, stock, securities or other assets as such holder may be entitled to receive in accordance with the provisions of this Section 4. The provisions of this Section 4.4 shall similarly apply to successive transactions.

Other Notices. In case If at any time after the Issue Datetime: (ia) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common StockShares; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 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 the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Common Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 after the Issue Date:time: EXHIBIT B TO ARTL SUBSCRIPTION AGREEMENT (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 ’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 after the Issue Date:time: ------------- (i) the Company Corporation shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company Corporation shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the CompanyCorporation, or reclassification of the Common Stock, or consolidation or merger of the Company Corporation with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation; then, in each such case, the Company Corporation shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the CompanyCorporation's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Date:time: -------------- (iI) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; ; (iiII) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; ; (iiiIII) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or or (ivIV) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or 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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;; or (ii) the Company shall offer for subscription pro rata authorize the granting to the all holders of the its Common Stock of rights to subscribe for or purchase any additional shares of stock Capital Stock of any class or other rights;; or (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or Stock of the Company; or (iv) there shall be any capital reorganization by the Company; or (v) there shall be any (i) consolidation or merger of involving the Company with or into(ii) sale, transfer or sale other disposition of all or substantially all of the Company's property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or (ivvi) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or any partial liquidation of the Company or distribution to holders of Common Stock; then, in each of such casecases, the Company shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) 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 the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 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. Failure This Warrant entitles the Holder to give any such notice receive copies of all financial and other information distributed or any defect therein shall not affect required to be distributed to the validity holders of the proceedings referred to in clauses (i), (ii), (iii) and (iv) aboveCommon Stock.

Other Notices. In case at any time after the Issue Date:time: ------------- (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case If at any time after the Issue Datetime: (ia) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common StockShares; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iiic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or (ivd) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 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 the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Common Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder of the Warrant does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Common Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 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 If at any time after the Issue Datetime: (i1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock; (ii3) the Company shall offer for subscription pro rata to the holders of the its Common Stock any additional shares of stock of any class or other rights; (iii4) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, to another corporation or entitycorporation; or (iv5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) 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 determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least twenty (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. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-upup or conversion, 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 after the Issue Date:time: ------------- (i) the Company Corporation shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company Corporation shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the CompanyCorporation, or reclassification of the Common Stock, or consolidation or merger of the Company Corporation with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation; then, in each such case, the Company Corporation shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the CompanyCorporation) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the CompanyCorporation's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Date:time: ------------- (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Date: time: (ia) the Company Issuer shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; , the Series B-1 Preferred Stock or Parity Stock; or (iib) the Company Issuer shall offer for subscription pro rata authorize the granting to the all holders of the its Common Stock, Series B-1 Preferred Stock or Parity Stock of rights to subscribe for or purchase any additional shares of stock Capital Stock of any class or of any Stock Equivalents or Convertible Securities or other rights; ; or (iiic) there shall be any reclassification of the Capital Stock of the Issuer; or (d) there shall be any capital reorganization of by the Company, Issuer; or reclassification of the Common Stock, or (e) there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned subsidiary of the Issuer); or or (ivf) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of the Common Stock or the Series B-1 Preferred Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer 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 the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of the Common Stock, the Series B-1 Preferred Stock or Parity Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividendexchange their certificates for Common Stock, distributionSeries B-1 Preferred Stock, or subscription rights or to exchange their Common Parity Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the CompanyIssuer's transfer books are closed in respect thereto. Failure The Issuer shall give to give the Holder notice of all meetings and actions by written consent of its stockholders, at the same time and 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 business 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 any defect therein shall not affect required to be distributed to the validity holders of the proceedings referred to in clauses (i)Common Stock, (ii), (iii) and (iv) abovethe Series B-1 Preferred Stock or Parity Stock.

Other Notices. In case at any time after the Issue Datetime: (i) the Company Corporation shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company Corporation shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the CompanyCorporation, or reclassification of the Common Stock, or consolidation or merger of the Company Corporation with or into, or sale of all or substantially all its assets to, another corporation or entity; or; (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; then, in each such case, the Company Corporation shall give to the holder Holder of this Warrant the Series C Preferred Stock (a) notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-upup of the Corporation, notice of the date (or, if not then known, a reasonable approximation thereof by the CompanyCorporation) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company's Corporation’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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Capital Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings or earned surplus) to the holders of the Common Capital Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Capital Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Capital Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 Capital Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Capital Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Capital Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Capital Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 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.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) pay to all the holders of the Common Capital Stock any dividend (whether payable in Capital Stock, cash, securities or other property); (ii) the Company shall offer for subscription pro rata to all the holders of the Common Capital Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Companyreorganization, or reclassification of the Common StockCapital Stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all its assets to, another corporation or other entity; or; (iv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company; or (v) there shall be any other Fundamental Change Transaction; then, in each any one or more of such casecases, the Company shall give to the holder of this Warrant (a) notice at least five (5) Business Days prior to the record date established or related to any event referred to in clause (i) - (v) above (which, for purposes of events referred to in clauses (i) - (v) above, shall be the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up up, or Transaction) notice of such record date and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which such holders of Capital Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the such holders of Common Capital Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Capital Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, or Transaction, as the case may be. Such notice shall be given at least 30 days prior to 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 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 a favorable vote of the proceedings referred to in clauses (i)security holders, (ii), (iii) and (iv) aboveif either is required.

Other Notices. In case If at any time after the Issue Date:time: ------------- (ia) the Company shall propose to declare any cash dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock; (iib) the Company shall offer for subscription pro rata propose to declare or make any dividend or other distribution to the holders of the its Common Stock any additional shares of stock of any class Stock, whether in cash, property or other rightssecurities; (iiic) there the Company shall be propose to effect any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company or any consolidation or merger of the Company with or intointo another corporation or any sale, lease or sale conveyance of all or substantially all its assets to, another corporation or entityof the property of the Company; or (ivd) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, or international delivery service for international deliveries, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least fifteen (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 determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up, at least fifteen (15) business days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend or distribution, the record date for such dividend or distribution, if after the Commencement Date. Any notice given in accordance with clause (ii) above shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property property, if any, deliverable upon such reorganization, reclassification, consolidation, /merger, sale, lease, conveyance, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days In the event that the Holder of the Warrant does not exercise this Warrant prior to the record date occurrence of an event described in clause (a) or (b) above, the date on Holder shall not 1.1-5 be entitled to receive the benefits accruing to existing holders of the Common Stock in such event. Upon the occurrence of an event described in clause (c), the Holder shall be entitled thereafter, upon payment of the Stock Purchase Price in effect immediately prior to such action, to receive upon exercise of this Warrant the class and number of shares which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event. In connection with the transactions described in clause (c), the Company will require each person (other than the Company's books are closed in respect thereto. Failure ) that may be required to give deliver any such notice cash, stock, securities or any defect therein shall not affect other property upon the validity exercise of this Warrant as provided herein to assume, by written instrument delivered to, and reasonably satisfactory to, the holder of this Warrant (x) the obligations of the proceedings referred Company under this Warrant and (y) the obligation to deliver to such holder such cash, stock, securities or other property as such holder may be entitled to receive in clauses accordance with the provisions of this Section 3. Upon the occurrence of an event the proposal of which is described in clause (id), this Warrant shall terminate. Notwithstanding any other provision hereof, no Holder shall have the right to obtain an injunction or restraining order or otherwise interfere with or prevent the occurrence of any of the actions described in (ii), a) - (iii) and (ivd) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza­tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan­tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary involun­tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi­dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, sale, dissolution, liquidation, or 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 after the Issue Date: time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; ; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; ; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or , or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (aA) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding- up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-winding- up, as the case may be. Such notice 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, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or 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 after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) 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 the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, distribution or subscription rights or to exchange their Common Stock for stock or other securities or property (including cash) deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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 dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, 7 sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or 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 after the Issue Date: time: (i) the Company shall declare ------------- any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; ; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; ; (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or , or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (aA) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice 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, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

Other Notices. In case at any time after the Issue Date: (i) time: the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) ; the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (iii) ; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or (iv) or there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or the date on which the Company's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.

Other Notices. In case at any time after the Issue Datetime: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;; DMEAST #9432317 v1 (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) 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, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of 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 property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or 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 ’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.