Common use of Other Notices Clause in Contracts

Other Notices. If at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to the holders of its Common Shares; (c) there shall be any consolidation or merger of the Company with another corporation, or a sale of all or substantially all of the Company's assets to another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give, by 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, (i) 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 rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date when the same shall take place. 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 Shares shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to the holders Silverman of its Common SharesSxxxxx; (cx) there shall be any consolidation or merger of the Company with another corporation, or a sale of all or substantially all of the Company's assets to another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give, by certified or registered mail, postage prepaid, addressed to the registered holder Silverman of this Warrant at the address of such holder axxxxxx xx Silverman as shown on the books of xxxxx xx the Company, (i) 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 rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date when the same shall take place. 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 Shares Silverman shall be entitled to exchange their excxxxxx xxx Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant Silverman does not exercise this Warrant Xarrant prior to the occurrence of an event described above, except as provided in Sections 9.1 10.1 and 9.510.5, the Holder then Silverman shall not be entitled to enxxxxxx xx receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) 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 its the Common SharesStock; (c) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least 30 days prior to the occurrence of an event described above, except as provided record date or the date on which the Company’s books are closed in Sections 9.1 and 9.5, the Holder respect thereto. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) -------------- the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) 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 its the Common SharesStock; (c) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with another corporationor into, or a sale of all or substantially substan-tially all of the Company's its assets to to, another corporationcorporation or entity; or (d) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 divi-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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation liqui-dation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least 30 days prior to the occurrence of an event described above, except as provided record date or the date on which the Company's books are closed in Sections 9.1 and 9.5, the Holder respect thereto. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (aA) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Companyshall declare a special nonrecurring cash dividend upon its on or a redemption of the Common Shares; Stock, (bC) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution Companyshall authorize the granting to the all holders of its the Common Shares; Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (cD) there shall the approval of any stockholders of the Companyshall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with another corporationCompanyis a party, any sale or a sale transfer of all or substantially all of the assets of the Company's assets to another corporation; , of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (dE) there the Company shall be a authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the affairs of the Company; , then, in any one or more of said caseseach case, the Company Companyshall cause to be filed at each office or agency maintained for the purpose of exercise of Warrants, and shall give, by certified or registered mail, postage prepaid, addressed cause to be delivered to each Holder at its last address as it shall appear upon the registered holder of this Warrant at the address of such holder as shown on the stock books of the Company, (i) at least 15 days' 20 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to vote in respect of any such dissolution, liquidation be determined or winding-up; (iiy) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation or winding-up, at least 15 days' written notice and the date as of which it is expected that holders of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case Common Stock 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 Shares record shall be entitled to exchange their shares of the Common Shares Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation provided that the failure to deliver such notice or winding-up, as any defect therein or in the case may be. If delivery thereof shall not affect the Holder validity of the Warrant does not exercise this Warrant prior corporate action required to be specified in such notice. To the occurrence extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of an event described above, except as provided in Sections 9.1 and 9.5the Subsidiaries, the Holder Company shall not be entitled simultaneously file such notice with the Commission pursuant to receive the benefits accruing to existing holders of the Common Shares in such event.a Current Report on Form 8-K

Other Notices. If In case at any time: time (ai) the Company shall declare pays any cash dividend dividends payable in stock upon its Common Shares; (b) the Company shall declare Stock or makes any dividend upon its Common Shares payable in securities distributions (other than a dividend payable solely in Common Sharesregular cash dividends) or make any special dividend or other distribution to the holders of its Common SharesStock; (cii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; (iii) there shall be any is a capital reorganization or reclassification of the Common Stock of the Company, or a consolidation or merger of the Company with another corporationwith, 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 the Company's its assets to to, another corporationentity; or (div) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said these cases, the Company shall give, by certified or registered mail, postage prepaid, addressed cause to be mailed to the registered holder Holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be is taken for such the dividend, distribution or subscription rights rights, or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-up, at least 15 days' written notice of the date when the same winding up shall take place. Any The notice given also shall specify the date as of which the holders of the Common Stock of record shall participate in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option subscription 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 Shares or shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up. The notice shall be given at least ten (10) days prior 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 with respect to the transaction. Failure to give the notice, or any defect in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the notice. On the date of the dissolution, liquidation or winding-up, as the case may be. If the Holder winding up of the Warrant does not exercise Company, if it actually occurs, this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder all rights existing under this Warrant shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such eventterminate.

Other Notices. If at any time: (aA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon its on or a redemption of the Common Shares; Stock, (bC) the Company Corporation shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its the Common Shares; Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (cD) there the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with another corporationCorporation is a party, any sale or a sale transfer of all or substantially all of the Company's assets to another corporation; of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (dE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; affairs of the Corporation, then, in any one or more of said caseseach case, the Company Corporation shall give, by certified cause to be filed at each office or registered mail, postage prepaid, addressed to agency maintained for the registered holder purpose of conversion of this Warrant Series B Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the address of such holder as shown on the stock books of the CompanyCorporation, (i) at least 15 days' 20 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to vote in respect of any such dissolution, liquidation be determined or winding-up; (iiy) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation or winding-up, at least 15 days' written notice and the date as of which it is expected that holders of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case Common Stock 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 Shares record shall be entitled to exchange their shares of the Common Shares Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation provided that the failure to deliver such notice or winding-up, as any defect therein or in the case may be. If delivery thereof shall not affect the Holder validity of the Warrant does not exercise this Warrant prior corporate action required to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares specified in such eventnotice.

Other Notices. If In case at any time: time (ai) the Company shall declare pays any cash dividend dividends payable in stock upon its Common Shares; (b) the Company shall declare Stock or makes any dividend upon its Common Shares payable in securities distributions (other than a dividend payable solely in Common Sharesregular cash dividends) or make any special dividend or other distribution to the holders of its Common SharesStock; (cii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; (iii) there shall be any is a capital reorganization or reclassification of the Common Stock of the Company, or a consolidation or merger of the Company with another corporationwith, 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 the Company's its assets to to, another corporationentity; or (div) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said these cases, the Company shall give, by certified or registered mail, postage prepaid, addressed cause to be mailed to the registered holder Holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be is taken for such the dividend, distribution or subscription rights rights, or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-up, at least 15 days' written notice of the date when the same winding up shall take place. Any The notice given also shall specify the date as of which the holders of the Common Stock of record shall participate in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option subscription 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 Shares or shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up. The notice shall be given at least 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 with respect to the transaction. Failure to give the notice, or any defect in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the notice. On the date of the dissolution, liquidation or winding-up, as the case may be. If the Holder winding up of the Warrant does not exercise Company, if it actually occurs, this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder all rights existing under this Warrant shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such eventterminate.

Other Notices. If at any time: (aA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon its on or a redemption of the Common Shares; Stock, (bC) the Company Corporation shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its the Common Shares; Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (cD) there the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with another corporationCorporation is a party, any sale or a sale transfer of all or substantially all of the Company's assets to another corporation; of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (dE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; affairs of the Corporation, then, in any one or more of said caseseach case, the Company Corporation shall givecause to be filed at each office or agency maintained for the purpose of conversion of the Series A Preferred Stock, by certified or registered mail, postage prepaid, addressed and shall cause to be delivered to each Holder at its last address as it shall appear upon the registered holder of this Warrant at the address of such holder as shown on the stock books of the CompanyCorporation, (i) at least 15 days' calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to vote in respect of any such dissolution, liquidation be determined or winding-up; (iiy) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation or winding-up, at least 15 days' written notice and the date as of which it is expected that holders of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case Common Stock 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 Shares record shall be entitled to exchange their shares of the Common Shares Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation provided that the failure to deliver such notice or winding-up, as any defect therein or in the case may be. If delivery thereof shall not affect the Holder validity of the Warrant does not exercise this Warrant prior corporate action required to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares specified in such eventnotice.

Other Notices. If at any time: (aA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon its on or a redemption of the Common Shares; Stock, (bC) the Company Corporation shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its the Common Shares; Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (cD) there the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with another corporationCorporation is a party, any sale or a sale transfer of all or substantially all of the Company's assets to another corporation; of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (dE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; affairs of the Corporation, then, in any one or more of said caseseach case, the Company Corporation shall give, by certified cause to be filed at each office or registered mail, postage prepaid, addressed to agency maintained for the registered holder purpose of conversion of this Warrant Series D Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the address of such holder as shown on the stock books of the CompanyCorporation, (i) at least 15 days' 20 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to vote in respect of any such dissolution, liquidation be determined or winding-up; (iiy) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation or winding-up, at least 15 days' written notice and the date as of which it is expected that holders of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case Common Stock 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 Shares record shall be entitled to exchange their shares of the Common Shares Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation provided that the failure to deliver such notice or winding-up, as any defect therein or in the case may be. If delivery thereof shall not affect the Holder validity of the Warrant does not exercise this Warrant prior corporate action required to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares specified in such eventnotice.

Other Notices. If at any timeIf: (aA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon its on or a redemption of the Common Shares; Stock, (bC) the Company Corporation shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its the Common Shares; Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (cD) there the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with another corporationCorporation is a party, any sale or a sale transfer of all or substantially all of the Company's assets to another corporation; of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (dE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; affairs of the Corporation, then, in any one or more of said caseseach case, the Company Corporation shall give, by certified cause to be filed at each office or registered mail, postage prepaid, addressed to agency maintained for the registered holder purpose of conversion of this Warrant Series Y Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the address of such holder as shown on the stock books of the CompanyCorporation, (i) at least 15 days' 20 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to vote in respect of any such dissolution, liquidation be determined or winding-up; (iiy) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation or winding-up, at least 15 days' written notice and the date as of which it is expected that holders of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case Common Stock 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 Shares record shall be entitled to exchange their shares of the Common Shares Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation provided that the failure to deliver such notice or winding-up, as any defect therein or in the case may be. If delivery thereof shall not affect the Holder validity of the Warrant does not exercise this Warrant prior corporate action required to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares specified in such eventnotice.

Other Notices. If at any time: (aA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon its on or a redemption of the Common Shares; Stock, (bC) the Company Corporation shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its the Common Shares; Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (cD) there the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with another corporationCorporation is a party, any sale or a sale transfer of all or substantially all of the Company's assets to another corporation; of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (dE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; affairs of the Corporation, then, in any one or more of said caseseach case, the Company Corporation shall give, by certified cause to be filed at each office or registered mail, postage prepaid, addressed to agency maintained for the registered holder purpose of conversion of this Warrant Series A Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the address of such holder as shown on the stock books of the CompanyCorporation, (i) at least 15 days' 20 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription distribution, redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to vote in respect of any such dissolution, liquidation be determined or winding-up; (iiy) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation or winding-up, at least 15 days' written notice and the date as of which it is expected that holders of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case Common Stock 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 Shares record shall be entitled to exchange their shares of the Common Shares Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation provided that the failure to deliver such notice or winding-up, as any defect therein or in the case may be. If delivery thereof shall not affect the Holder validity of the Warrant does not exercise this Warrant prior corporate action required to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares specified in such eventnotice.

Other Notices. If In case at any time: time (ai) the Company shall declare pays any cash dividend dividends payable in stock upon its Common Shares; (b) the Company shall declare Stock or makes any dividend upon its Common Shares payable in securities distributions (other than a dividend payable solely in Common Sharesregular cash dividends) or make any special dividend or other distribution to the holders of its Common SharesStock; (cii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; (iii) there shall be any is a capital reorganization or reclassification of the Common Stock of the Company, or a consolidation or merger of the Company with another corporationwith, 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 the Company's its assets to to, another corporationentity; or (div) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said these cases, the Company shall give, by certified or registered mail, postage prepaid, addressed cause to be mailed to the registered holder Holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be is taken for such the dividend, distribution or subscription rights rights, or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-up, at least 15 days' written notice of the date when the same winding up shall take place. Any The notice given also shall specify the date as of which the holders of the Common Stock of record shall participate in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option subscription 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 Shares or shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up. The notice shall be given at least ten (10) days prior 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 with respect to the transaction. Failure to give the notice, or any defect in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the notice. On the date of the dissolution, liquidation or winding-up, as the case may be. If the Holder winding up of the Warrant does not exercise Company, if it actually occurs, this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder all rights existing under this Warrant shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such eventterminate.

Other Notices. If at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (bi) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution offer for subscription pro rata to the holders of its shares of the Common SharesStock any additional equity in the Company or other rights; (cii) pay a dividend in additional shares of the Common Stock or distribute securities or other property to the holders of shares of the Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or warrants to purchase, securities of the Company; (b) there shall be any capital reorganization or reclassification or consolidation or merger of the Company with another corporationwith, or a sale sale, transfer or lease of all or substantially all of the Company's its assets to to, another corporationentity; or (dc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said cases, the Company shall give, by certified or registered first class mail, postage prepaid, addressed to the registered holder Holder of this Warrant at the address of such holder Holder as shown on the books of the Company, (ia) 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 subscription rights, dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or saleissuance, and (iiib) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, at least 15 days' prior written notice of the date when the same shall take placeplace if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Any Such notice given in accordance with the foregoing clause (ia) above shall also specify, in the case of any such dividend, distribution or option subscription rights, the date on which the holders of shares of Common Shares Stock shall be entitled to exercise their rights with respect thereto. Any , and such notice given in accordance with the foregoing clause (iiib) above shall also specify the date on which the holders of shares of Common Shares Stock shall be entitled to exchange their shares of Common Shares Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its the Common Shares Stock payable in securities shares of stock of any class or make any other distribution (other than a dividend dividends or distributions payable solely in Common Sharescash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) or make any special dividend or other distribution to the holders of its the Common SharesStock; (c) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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 estimate thereof by the Company) when the same shall take place. Any Such 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 the Common Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least ten (10) days prior to the occurrence 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 an event described the proceedings referred to in clauses (i), (ii), (iii) and (iv) above, except as provided in Sections 9.1 and 9.5. Notwithstanding the foregoing, the Holder Company shall not be entitled publicly disclose the substance of any notice delivered hereunder prior to receive delivery of such notice to the benefits accruing to existing holders holder of the Common Shares in such eventthis Warrant.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (bi) the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) shares of stock of any class or make any special dividend or other distribution to the holders of its the Common SharesStock; (cii) 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 another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporation; corporation or entity, or (div) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, Holder (iA) 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 or merger, sale, dissolution, liquidation or winding- up and (iiiB) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-winding- up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice, shall be given at least 30 days prior to the occurrence 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 an event described above, except as provided in Sections 9.1 and 9.5, the Holder such proposed transaction or event. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (bi) the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) 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 its the Common SharesStock; (cii) 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 another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (div) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least 30 days prior to the occurrence of an event described above, except as provided record date or the date on which the Company's books are closed in Sections 9.1 and 9.5, the Holder respect thereto. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (aA) the Company Issuer shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution distributions to the holders of Common Stock; or (B) the Issuer shall authorize the granting to all holders of its Common SharesStock of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock Equivalents or Convertible Securities or other rights; or (cC) there shall be any reclassification of the Capital Stock of the Issuer; or (D) there shall be any capital reorganization by the Issuer; or (E) there shall be any (i) consolidation or merger of involving the Company with another corporationIssuer or (ii) sale, transfer or a sale other disposition of all or substantially all of the CompanyIssuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to another corporationbe outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (dF) 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 any one or more each of said such cases, the Company Issuer shall give, by certified or registered mail, postage prepaid, addressed give written notice to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, at least 15 days' written notice of as the date when the same case may be, shall take place. Any Such notice given also shall specify the date as of which the holders of Common Stock of record shall participate in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option subscription 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 Shares or shall be entitled to exchange their certificates for Common Shares Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least twenty (20) days prior to the occurrence of an event described above, except as provided action in Sections 9.1 question and 9.5, not less than twenty (20) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. The Issuer shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not waive such notice (or, if such requires no notice, then two (2) Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two representatives selected by it to each meeting, who shall be permitted to attend, but not be entitled vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the benefits accruing to existing holders of the Common Shares in such eventStock.

Other Notices. If In case at any time: (ai) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare ------------- any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) shares of stock of any class or make any special dividend or other distribution to the holders of its the Common SharesStock; (cii) 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 another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporation; corporation or entity, or (div) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, Holder (iA) 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 or merger, sale, dissolution, liquidation or winding-up and (iiiB) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice, shall be given at least 30 days prior to the occurrence 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 an event described above, except as provided in Sections 9.1 and 9.5, the Holder such proposed transaction or event. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its the Common Shares Stock payable in securities shares of stock of any class or make any other distribution (other than a dividend dividends or distributions payable solely in Common Sharescash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) or make any special dividend or other distribution to the holders of its the Common SharesStock; (c) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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 estimate thereof by the Company) when the same shall take place. Any Such 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 the Common Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least twenty (20) days prior to the occurrence 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 an event described the proceedings referred to in clauses (i), (ii), (iii) and (iv) above, except as provided in Sections 9.1 and 9.5. Notwithstanding the foregoing, the Holder Company shall not be entitled publicly disclose the substance of any notice delivered hereunder prior to receive delivery of such notice to the benefits accruing to existing holders holder of the Common Shares in such eventthis Warrant.

Other Notices. If In case at any time: time (ai) the Company shall declare pays any cash dividend ------------- dividends payable in stock upon its Common Shares; (b) the Company shall declare Stock or makes any dividend upon its Common Shares payable in securities distributions (other than a dividend payable solely in Common Sharesregular cash dividends) or make any special dividend or other distribution to the holders of its Common SharesStock; (cii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; (iii) there shall be any is a capital reorganization or reclassification of the Common Stock of the Company, or a consolidation or merger of the Company with another corporationwith, 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 the Company's its assets to to, another corporationentity; or (div) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said these cases, the Company shall give, by certified or registered mail, postage prepaid, addressed cause to be mailed to the registered holder Holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be is taken for such the dividend, distribution or subscription rights rights, or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-up, at least 15 days' written notice of the date when the same winding up shall take place. Any The 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 as of which the holders of the Common Shares Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up. The notice shall be given at least ten (10) days prior 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 with respect to the transaction. Failure to give the notice, or any defect in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the notice. On the date of the dissolution, liquidation or winding-up, as the case may be. If the Holder winding up of the Warrant does not exercise Company, if it actually occurs, this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder all rights existing under this Warrant shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such eventterminate.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) i the Company shall declare any dividend upon its the Common Shares Stock payable in securities shares of stock of any class or make any other distribution (other than a dividend dividends or distributions payable solely in Common Sharescash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) or make any special dividend or other distribution to the holders of its the Common SharesStock; (c) 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 another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (d) iv there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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 estimate thereof by the Company) when the same shall take place. Any Such 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 the Common Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least twenty (20) days prior to the occurrence 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 an event described the proceedings referred to in clauses (i), (ii), (iii) and (iv) above, except as provided in Sections 9.1 and 9.5. Notwithstanding the foregoing, the Holder Company shall not be entitled publicly disclose the substance of any notice delivered hereunder prior to receive delivery of such notice to the benefits accruing to existing holders holder of the Common Shares in such eventthis Warrant.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) 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 its the Common SharesStock; (c) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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. Any Such notice given in accordance with clause (i) above shall also specify, in specify the case of any such dividend, distribution date (or option rightsif not then known, the date best estimate of such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least 30 days prior to the occurrence of an event described above, except as provided record date or the date on which the Company's books are closed in Sections 9.1 and 9.5, the Holder respect thereto. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above.

Other Notices. If at any time: (a) the Company shall declare any cash dividend upon its Common SharesStock; (b) the Company shall declare any dividend upon its Common Shares Stock payable in securities Common Stock (other than a dividend payable solely in shares of Common SharesStock) or make any special dividend or other distribution to the holders of its Common SharesStock; (c) there shall be any consolidation or merger of the Company with another corporation, or a sale of all or substantially all of the Company's assets to another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant Note at the address of such holder as shown on the books of the Company, (i) at least 15 days' 10 days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; , (ii) at least 10 days' days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' 10 days written notice of the date when the same shall take place. 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 Stock shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Shares Stock shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If In case at any time: (a) the Company shall declare make any cash dividend upon its dividends or other distributions to the holders of Common SharesStock; or (b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its Common SharesStock of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock Equivalents or Convertible Securities or other rights; or (c) there shall be any reclassification of the Capital Stock of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger of involving the Company with another corporationor (ii) sale, transfer or a 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 shares of Capital Stock shall continue to another corporationbe outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or (df) 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 any one or more each of said such cases, the Company shall give, by certified or registered mail, postage prepaid, addressed give written notice to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice Holder of the date on which (A) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any (B) such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, at least 15 days' written notice of as the date when the same case may be, shall take place. Any Such notice given in accordance with clause (i) above also shall also specify, in the case of any such dividend, distribution or option rights, specify the date on as of which the holders of Common Shares Stock of record shall be entitled thereto. Any notice given participate in accordance with clause (iii) above shall also specify the date on which the holders of Common Shares such distribution or subscription rights, or shall be entitled to exchange their certificates for Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least twenty days prior to the occurrence of an event described above, except as provided action in Sections 9.1 question and 9.5, not less than twenty days prior to the record date or the date on which the Company's transfer books are closed in respect thereto. The Company shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not waive such notice (or, if such requires no notice, then two Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two representatives selected by it to each meeting, who shall be permitted to attend, but not be entitled vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the benefits accruing to existing holders of the Common Shares in such eventStock.

Other Notices. If In case at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (bi) the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) 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 its the Common SharesStock; (cii) 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 another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (div) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least 30 days prior to the occurrence of an event described above, except as provided record date or the date on which the Company's books are closed in Sections 9.1 and 9.5, the Holder respect thereto. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such event.clauses (i), (ii), (iii) and (iv) above. (k)

Other Notices. If at any time: (a) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to the holders Holder of its Common Shares; (c) there shall be any consolidation or merger of the Company with another corporation, or a sale of all or substantially all of the Company's assets to another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give, by certified or registered mail, postage prepaid, addressed to the registered holder Holder of this Warrant at the address of such holder Holder as shown on the books of the Company, (i) 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 rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date when the same shall take place. 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 Shares Holder shall be entitled to exchange their his Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.59.4, the then Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.

Other Notices. If In case at any time: (a) the Company Issuer shall declare make any cash dividend upon its distributions to the holders of the Common SharesStock, the Series B-1 Preferred Stock or Parity Stock; or (b) the Company Issuer shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution authorize the granting to the all holders of its Common SharesStock, Series B-1 Preferred Stock or Parity Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Stock Equivalents or Convertible Securities or other rights; or (c) there shall be any reclassification of the Capital Stock of the Issuer; or (d) there shall be any capital reorganization by the Issuer; or (e) there shall be any (i) consolidation or merger of involving the Company with another corporationIssuer or (ii) sale, transfer or a sale other disposition of all or substantially all of the CompanyIssuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to another corporationbe outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary of the Issuer); or (df) 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 any one or more each of said such cases, the Company Issuer shall give, by certified or registered mail, postage prepaid, addressed give written notice to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, at least 15 days' written notice of as the date when the same case may be, shall take place. Any Such notice given also shall specify the date as of which the holders of the Common Stock, the Series B-1 Preferred Stock or Parity Stock of record shall participate in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option subscription 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 Shares or shall be entitled to exchange their certificates for Common Shares Stock, Series B-1 Preferred Stock, or Parity Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least twenty (20) days prior to the occurrence of an event described above, except as provided action in Sections 9.1 question and 9.5, not less than twenty (20) days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. The Issuer shall give to 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 be entitled vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the benefits accruing to existing holders of the Common Shares in such eventStock, the Series B-1 Preferred Stock or Parity Stock. 10.

Other Notices. If at any timeIN CASE AT ANY TIME: (a) the Company shall declare any cash dividend upon its Common Shares; (b) ------------- the Company shall declare any dividend upon its the Common Shares Stock payable in securities (other than a dividend payable solely in Common Shares) 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 its the Common SharesStock; (c) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with another corporationor into, or a sale of all or substantially all of the Company's its assets to to, another corporationcorporation or entity; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then, in any one or more of said caseseach such case, the Company shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ia) 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 or merger, sale, dissolution, liquidation or winding-up and (iiib) 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. Any Such 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 Shares Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Shares Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. If the Holder of the Warrant does not exercise this Warrant Such notice shall be given at least 30 days prior to the occurrence of an event described above, except as provided record date or the date on which the Company's books are closed in Sections 9.1 and 9.5, the Holder respect thereto. Failure to give any such notice or any defect therein shall not be entitled to receive affect the benefits accruing to existing holders validity of the Common Shares proceedings referred to in such eventclauses (i), (ii), (iii) and (iv) above. CERTAIN EVENTS. IF ANY EVENT OCCURS OF THE TYPE CONTEMPLATED BY THE ADJUSTMENT PROVISIONS OF THIS PARAGRAPH 4 BUT NOT EXPRESSLY PROVIDED FOR BY SUCH PROVISIONS, THE COMPANY WILL GIVE NOTICE OF SUCH EVENT AS PROVIDED IN PARAGRAPH 4(G) HEREOF, AND THE COMPANY'S BOARD OF DIRECTORS WILL MAKE AN APPROPRIATE ADJUSTMENT IN THE EXERCISE PRICE AND THE NUMBER OF SHARES OF COMMON STOCK ACQUIRABLE UPON EXERCISE OF THIS WARRANT SO THAT THE RIGHTS OF THE HOLDER SHALL BE NEITHER ENHANCED NOR DIMINISHED BY SUCH EVENT. CERTAIN DEFINITIONS.

Other Notices. If In case at any time: (a) the Company Corporation shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon its Common Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution offer for subscription pro rata to the holders of its Common SharesStock any additional shares of stock of any class or other rights; (c) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization, or reclassification of the capital stock of the Corporation, or consolidation or merger of the Company with another corporationCorporation with, or a sale of all or substantially all of the Company's its assets to to, another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; then, in any one or more of said cases, the Company Corporation shall give, by certified or registered mail, postage prepaid, addressed give to the registered holder of this Warrant at the address of such holder as shown on the books of the CompanyWarrantholder, (i) at least 15 days' 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 such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger merger, sale, dissolution, liquidation or salewinding up, and (iiiii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, winding up ,at least 15 days' 20 days prior written notice of the date when the same shall take place. Any Such notice given in accordance with the foregoing clause (i) above shall also specify, in the case of any such dividend, distribution or option subscription rights, the date on which the holders of Convertible Preferred Stock or Common Shares Stock shall be entitled thereto. Any , and such notice given in accordance with the foregoing clause (iiiii) above shall also specify the date on which the holders of Common Shares Stock shall be entitled to exchange their Convertible Preferred Stock or Common Shares Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, as the case may be. If the Holder of the Warrant does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Shares in such event.