Common use of Other Notices Clause in Contracts

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make any distributions to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class 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 involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company shall give written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make any distributions (i) offer for subscription pro rata to the holders of shares of the Common Stock; or (b) Stock any additional equity in the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (cii) there shall be any reclassification pay a dividend in additional shares of the Capital 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; or; (db) there shall be any capital reorganization by the Company; or (e) there shall be any (i) or reclassification or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition lease of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another entity; or (fc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least fifteen (15) days’ prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such subscription rights, dividend, distribution or subscription rights or issuance, and (iib) in the case of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as at least fifteen (15) days’ prior written notice of the case may be, date when the same shall take placeplace if no stockholder vote is required and at least fifteen (15) days’ prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the case of any such subscription rights, the date as of on which the holders of shares of Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or shares of Common Stock shall be entitled to exchange their certificates for shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such Failure to give the notice referred to herein shall be given at least twenty (20) days prior to not affect the validity or legality of the action in question and not less than ten (10) days prior to which should have been the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares subject of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsnotice.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall make declare any distributions dividend upon its common shares payable in Shares; (ii) the Company shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase common shares any additional shares of Capital Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) consolidation , or consolidation, amalgamation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Company, then, in each any one or more of such cases, the Company shall give written notice to the Holder (A) at least 10 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as at least 10 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of common shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of common shares shall be entitled to exchange their certificates for Common Stock common shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

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

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall make declare any distributions to the holders of cash dividend upon its Warrant Shares (or Common Stock; orStock issuable upon conversion thereof, if applicable); (b2) there shall be any reorganization, consolidation or merger of the Company shall authorize in a transaction pursuant to which the granting stockholders of the Company immediately prior to all holders such transaction do not hold a majority of its Common Stock the equity interests and voting power of rights to subscribe for the resulting or purchase any shares of Capital Stock of any class or other rights; orsurviving entity immediately following such transaction; (c3) there shall be any reclassification of the Capital Stock 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 involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock;Company; or (g5) there shall be a dividend or distribution anticipated to be given to stock holdersan IPO; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution dividend or subscription for determining rights or (ii) to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least twenty (20) days prior written notice of the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (a) shall also shall specify specify, in the case of any such dividend, the date as of on which the holders of Warrant Shares (or Common Stock issuable upon conversion thereof, if applicable) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of record shall participate in such dividendWarrant Shares (or Common Stock issuable upon conversion thereof, distribution or subscription rights, or if applicable) shall be entitled to exchange their certificates for Warrant Shares (or Common Stock issuable upon conversion thereof, if applicable) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of Common Stock; orcash dividend upon its Ownership Interests; (b) the Company shall authorize declare any dividend upon its Ownership Interests payable in securities (other than a dividend payable solely in Ownership Interests) or make any special dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orOwnership Interests; (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 involving of the Company with another corporation, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s property, 's assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any 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, dispositionsale, dissolution, liquidation or winding-up, as at least 15 days' written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with clause (i) above shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription option rights, or the date on which the holders of Ownership Interests shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Ownership Interests shall be entitled to exchange their certificates for Common Stock Ownership Interests for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to If the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the Holder shall then not be entitled to receive upon the due exercise benefits accruing to existing holders of the WarrantsOwnership Interests in such event.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions cash dividend or distribution to the holders of Common Stock; orwhich Section 2.2 would be applicable; (b) the Company shall authorize the granting or issuance to all the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of Capital Stock stock of any class or other rights; or; (c) there shall be the Company obtains knowledge of any reclassification offer to purchase (including any tender offer) any shares of any class of its stock from the Capital Stock Company or the holders of the Company; orsuch shares; (d) there shall be any capital reorganization by subdivision or combination of the Company; orCommon Stock; (e) there shall be any (i) recapitalization, reorganization or reclassification of the share capital of the Company, or any consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger another corporation or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give written notice give, by first-class mail, postage prepaid, addressed to the Holder at the address of such Holder determined in accordance with the provisions of Section 4.1 (i) at least 10 days’ prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription or purchase rights or (ii) for determining rights to vote in respect of any such recapitalization, reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as (ii) in the case may beof any such recapitalization, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place, and (iii) promptly upon obtaining knowledge of any such offer to purchase shares of any class of its stock. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such , and such notice in accordance with the foregoing clause (iii) shall be given at least twenty (20) days prior to also specify in reasonable detail the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares terms of the Company for any purpose, nor shall anything contained in this Agreement be construed offer to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantspurchase.

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

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall make declare any distributions dividend upon its common shares payable in Shares; (ii) the Company shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase common shares any additional shares of Capital Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) consolidation , or consolidation, amalgamation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Company, then, in each any one or more of such cases, the Company shall give to the Warrantholder (A) at least 10 days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as at least 10 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of common shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of common shares shall be entitled to exchange their certificates for Common Stock common shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (b2) the Company Corporation shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or a consolidation or merger involving of the Company Corporation with or (ii) saleinto, transfer or other disposition a sale of all or substantially all of the Company’s propertyits assets to, assets another entity or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entities; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, or by facsimile transmission to non-U.S. residents, addressed to each holder of any shares of Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days’ prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall make declare any distributions dividend upon its Common Shares payable in shares or authorize any other distribution (other than regular cash dividends) to the holders of its Common Stock; orShares; (b2) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any additional shares of Capital Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization reorganization, or reclassification of the capital shares of the Company (other than a transaction covered by the Company; or (e) there shall be any (i) paragraph 4F), or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (a) at least 10 days’ prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or of subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as and (b) in the case may beof such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the forgoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; or; (bii) the Company shall authorize offer for subscription pro rata to the granting to all holders of its the Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by of the Company; or (e) there shall be any (i) , or reclassification of the Common Stock, or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each of such casescase, the Company shall give written notice to the Holder holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or (ii) for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as notice of the case may bedate (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also shall specify the date as of on which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty seventy-five (20) days prior to the action in question and not less than ten (1075) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, Failure to give any such notice or any defect therein shall be entitled to vote or receive dividends or be deemed not affect the holder of shares validity of the Company for any purpose, nor shall anything contained proceedings referred to in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action clauses (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwisei), receive notice of meetings(ii), receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants(iii) and (iv) above.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company Partnership shall make any distributions declare or pay to all the holders of Common Stock; orcommon units or other equity securities any dividend (whether payable in common units, cash, securities or other property), other than cash distributions pursuant to Section 6.3 or 6.4 of the Partnership’s First Amended and Restated Agreement of Limited Partnership; (b) the Company Partnership shall authorize the granting offer for subscription pro rata to all the holders of its Common Stock of rights to subscribe for or purchase common units any shares of Capital Stock additional equity interests of any class or other rights; or; (c) there shall be any capital reorganization, or reclassification of the Capital Stock common units of the Company; orPartnership, or consolidation or merger of the Partnership with, or sale of all or substantially all its assets to, another corporation or other entity; (d) there shall be any capital reorganization by a voluntary or involuntary dissolution, liquidation, or winding-up of the CompanyPartnership; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersFundamental Change Transaction; then, in each any one or more of such cases, the Company Partnership shall give to Holder of this Warrant (i) at least 15 days prior to any event referred to in clause (a) above, at least 30 days prior to any event referred to in clause (b), (c), (d) or (e) above, written notice to the Holder of the date on which (i) the books of the Company Partnership shall close or a record shall be taken for such dividend, distribution distribution, or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, as or transaction and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, or transaction known to the Partnership, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Partnership) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution distribution, or subscription rights, or the date on which such holders of common units shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which such holders of common units shall be entitled to exchange their certificates for Common Stock common units for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, or transaction, as the case may be. Such notice shall be given at least twenty (20) days prior to also state that the action in question and not less than ten (10) days prior to or the record date or is subject to the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights effectiveness of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rightsregistration statement under Securities Laws, or otherwiseto a favorable vote of security holders, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsif either is required.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of Common Stock; orcash dividend upon its Shares; (b) the Company shall authorize declare any dividend upon its Shares payable in securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orShares; (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 involving of the Company with another corporation, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s property, 's assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed each to registered Holder of a Warrant at the address of such holder as shown on the books of the Company, (i) at least thirty (30) days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, dividend or distribution or subscription for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as at least thirty (30) days' written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with clause (i) above shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription option rights, or the date on which the holders of Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days If the registered Holder of a Warrant does not exercise such Warrant prior to the action occurrence of an event described above, except as provided in question Sections 7.1 and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein7.5, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then not be entitled to receive upon the due exercise benefits accruing to existing holders of the WarrantsShares in such event.

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

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of Common Stock; orcash dividend upon its Shares; (b) the Company shall authorize declare any dividend upon its Shares payable in securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orShares; (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 involving of the Company with another corporation, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s property, 's assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least 15 days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any 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, dispositionsale, dissolution, liquidation or winding-up, as at least 15 days' written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with clause (i) above shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription option rights, or the date on which the holders of Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to If the Holder of the Warrant Shares which 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 then not be entitled to receive upon the due exercise benefits accruing to existing holders of the WarrantsShares in such event.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; or; (bii) the Company shall authorize offer for subscription pro rata to the granting to all holders of its the Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by of the Company; or (e) there shall be any (i) , or reclassification of the Common Stock, or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common StockCompany; (gv) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such casescase, the Company shall give written notice to the Holder holder of this Warrant (a) notice of the date or estimated date on which (i) the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or (ii) for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also shall specify the date as of on which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty fifteen (20) days prior to the action in question and not less than ten (1015) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Except as otherwise specifically provided hereinFailure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), no Holder(ii), as such(iii) and (iv) above. Notwithstanding the foregoing, shall be entitled the Company may publicly disclose the substance of any notice delivered hereunder prior to vote or receive dividends or be deemed delivery of such notice to the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the WarrantsWarrant.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make any distributions declare to the holders of Common Stock; orStock any dividend other than a regular periodic cash dividend or any periodic cash dividend in excess of 115% of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (b) the Company shall authorize declare or pay any dividend upon Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the granting to all holders of its Common Stock; (c) the Company shall offer for subscription pro rata to the holders of Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or series 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 or reclassification of the capital stock of the Company; or (e) there shall be any (i) , or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s property, business or assets or business (except a merger of the Company to, another corporation or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); orentity; (fe) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (f) there shall be made any tender offer for any shares of capital stock of the Company; or (g) there shall be a dividend or distribution anticipated to be given to stock holdersany other Transaction; then, in each any one or more of such cases, the Company shall give to the holder of this Warrant (i) at least fifteen (15) days prior to any event referred to in subsection (a) or (b) above, at least thirty (30) days prior to any event referred to in subsection (c), (d) or (e) above, and within five (5) days after it has knowledge of any pending tender offer or other Transaction, written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, as up or Transaction or the date by which shareholders must tender shares in any tender offer and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or tender offer or Transaction known to the Company, at least thirty (30) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, tender offer or Transaction, as the case may be. Such notice shall be given at least twenty (20) days prior to also state that the action in question and not less than ten (10) days prior to or the record date or is subject to the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights effectiveness of a stockholder registration statement under the Securities Act or to a favorable vote of the Company or any right to votesecurity holders, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsif either is required.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company Issuer shall make any distributions to the holders of Common Stock; or (b) the Company Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (c) there shall be any reclassification of the Capital Stock of the CompanyIssuer; or (d) there shall be any capital reorganization by the CompanyIssuer; or (e) there shall be any (i) consolidation or merger involving the Company Issuer or (ii) sale, transfer or other disposition of all or substantially all of the CompanyIssuer’s property, assets or business (except a merger or other reorganization in which the Company Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiarySubsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company Issuer or any partial liquidation of the Company Issuer or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company Issuer shall give written notice to the 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 (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or effective date for the date on which the Company’s transfer books are closed event specified in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantssuch notice.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any distributions special dividend or other distribution to the holders of its Common Stock; or; (b3) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d4) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) or consolidation or merger involving of the Company; or consolidation or merger of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (f5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) days' prior written notice (by the method set forth in Section 3.4 above) of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make any distributions to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class 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 involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company shall give written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (b2) the Company Corporation shall authorize offer for subscription PRO RATA to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or a consolidation or merger involving of the Company Corporation with or (ii) into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which of the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)Corporation; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to each holder of any shares of Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days, prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as at least 20 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company a21 shall declare any dividend upon a21 Common Stock payable in cash or stock or make any distributions other distribution to the holders of a21 Common Stock; or; (b) a21 shall offer for subscription pro rata to the Company shall authorize the granting to all holders of its a21 Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any capital reorganization or reclassification of the Capital Stock capital stock of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) a21, or a consolidation or merger involving the Company of a21 with or (ii) into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially all its assets or a sale of 50% or more of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation issued and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)a21 Common Stock; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersa21; then, in any one or more of said cases, a21 shall give, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to each holder of any shares of Preferred Stock at the address of such casesholder as shown on the books of a21, the Company shall give (a) at least 20 days’ prior written notice to the Holder of the date on which (i) the books of the Company a21 shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as at least 20 days’ prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of a21 Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of a21 Common Stock shall be entitled to exchange their certificates for a21 Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with : 3.7.1. the written consent Company declares a cash dividend on its Common Stock payable at a rate in excess of the Advisor, not to be unreasonably denied or delayed:rate of the last cash dividend theretofore paid; (a) 3.7.2. the Company shall make any distributions declares a dividend on its Common Stock payable in securities or pays a special dividend or other distribution (other than regular cash dividends) to the holders of Common Stock; orits Shares; (b) 3.7.3. the Company shall authorize the granting offers for subscription to all holders of any of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock of any class or other rights; or; (c) 3.7.4. 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) is a reorganization, reclassification, consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger another corporation or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (f) 3.7.5. there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then the Company or any partial liquidation will give, as provided in paragraph 14 below, to the Holder’s address as shown on the books of the Company or distribution to holders of Common Stock; Company, (gi) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company shall give at least ten (10) business days’ prior written notice to the Holder of the date on which (i) the books of the Company shall will close or a record shall will be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as and (ii) in the case may beof such reorganization, shall reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least ten (10) business days’ prior written notice of the date when the same will take place. Such Any notice required by clause (i) will also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or shall the date on which the Holder will be entitled thereto, and any notice required by (ii) will also specify the anticipated date on which the Holder will be entitled to exchange their certificates for Common Stock its Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the The Company shall declare dividends payable in Shares or make any distributions liquidating distribution to the registered holders of Common Stock; orits Shares; (b) the The Company shall authorize offer any additional Shares for subscription pro rata to the granting to all registered holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orShares; (c) there There shall be any capital reorganization, reclassification of the Capital Stock Shares, consolidations or merger of the CompanyCompany with, or sale of all or substantially all of its assets to another entity; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Company, then, in each any one or more of such cases, the Company shall give written notice to the Holder registered holders of the Warrants at the address of such holders as shown on the books of the Company, and to the Warrant Agent, of the date on which (i) the books of the Company shall close or a record of registered holders of Shares shall be taken for such dividend, liquidating distribution or subscription rights rights, or (ii) such reorganization, reclassification, consolidation, merger, dispositionrefinancing, sale, dissolution, liquidation liquidation, or winding-upwinding up shall take place, as the case may be, shall take place. Such notice shall also shall specify the date as of which the holders of Common Stock Shares of record shall participate in such dividend, liquidating distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-winding up, as the case may be. Such notice to the registered holders of the Warrants shall be given and published at least twenty (20) 20 days prior to the action in question and not less than ten (10) 20 days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Except Such notice to the Warrant Agent shall be given as otherwise specifically provided hereinsoon as practicable, no Holderand in any event prior to the giving of notice to the registered holders of the Warrants. Failure to give such notice, as suchor any defect therein, shall be entitled to vote not affect the legality or receive dividends or be deemed the holder validity of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsmatters set forth in this Section 3.3.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of Common Stock; ordividend upon its shares; (b) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase shares any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any capital reorganization or reclassification of the Capital Stock capital stock of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); oranother corporation; (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock;Company; or (ge) there shall be a dividend or distribution anticipated to be given to stock holderspublic offering of Company securities; then, in each any one or more of such said cases, the Company shall give to the registered holder of this Warrant, by the means specified in Section 10 herein, (i) at least twenty (20) days’ prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least twenty (20) days’ prior written notice of the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, the date on or after which the holders of shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on or after which the holders of shares shall be entitled to exchange their certificates for Common Stock shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (b2) the Company Corporation shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights any additional shares to subscribe for or purchase any shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or a consolidation or merger involving of the Company Corporation with or (ii) saleinto, transfer or other disposition a sale of all or substantially all of the Company’s propertyits assets to, assets another entity or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entities; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, or by telex to non-U.S. residents, addressed to each holder of any shares of Series A Convertible preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days' prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as at least 20 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (aA) the Company Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (bB) the Company Corporation shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (dC) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or a consolidation or merger involving of the Company Corporation with or (ii) into another entity or entities, or a sale, lease, license, abandonment, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)assets; or (fD) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, by certified or registered mail, postage prepaid, return receipt requested, or electronic mail, addressed to each holder of any shares of Series A Preferred Stock at the address of such holder as shown on the books of the Corporation, (x) at least 20 days’ prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up and (y) in the case of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as at least 20 days’ prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (x) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of cash dividend upon its Common Stock; orShares; (b) the Company shall authorize 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 granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orShares; (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 involving of the Company with another corporation, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s property, 's assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered Holder of the Warrants at the address of such Holder as shown on the books of the Company, (i) at least 15 days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any 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, dispositionsale, dissolution, liquidation or winding-up, as at least 15 days' written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with clause (i) above shall also shall specify specify, in the case of any such dividend, distribution or option rights, the date as of on which the holders of Common Stock Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Common Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to If the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 9.1 and 9.4, the Holder shall then not be entitled to receive upon the due exercise benefits accruing to existing holders of the WarrantsCommon Shares in such event.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; or; (bii) the Company shall authorize offer for subscription pro rata to the granting to all holders of its the Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by of the Company; or (e) there shall be any (i) , or reclassification of the Common Stock, or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each of such casescase, the Company shall give written notice to the Holder holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or (ii) for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as notice of the case may bedate (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also shall specify the date as of on which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty thirty (20) days prior to the action in question and not less than ten (1030) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, Failure to give any such notice or any defect therein shall be entitled to vote or receive dividends or be deemed not affect the holder of shares validity of the Company for any purpose, nor shall anything contained proceedings referred to in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action clauses (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwisei), receive notice of meetings(ii), receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants(iii) and (iv) above.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) any taking by the Company shall make any distributions to of a record of the holders of Common Stock; or (b) any class of securities for the Company shall authorize purpose of determining the granting holders thereof who are entitled to all holders of its Common Stock of rights receive any dividend on, or any right to subscribe for for, purchase or purchase otherwise acquire any shares of Capital Stock stock of any class or any other rights; orsecurities or property, or to receive any other right; (cii) there shall be any reclassification of the Capital Stock capital reorganization of the Company; or (d) there shall be , any reclassification or recapitalization of the capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving stock of the Company or (ii) sale, any transfer or other disposition of all or substantially all the assets of the Company’s property, assets Company to or business (except a consolidation or merger or other reorganization in which of the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer with or into any other disposition involving a wholly-owned subsidiary); orPerson; (fiii) there shall be a any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (iv) any offer by the Company or any partial liquidation for subscription to the holders of the Common Stock of any additional shares of stock of any class or other rights; then and in each such event the Company will mail or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated cause to be given to stock holders; then, in each of such cases, the Company shall give written notice mailed to the Holder of this Warrant a notice specifying (i) the date on which (i) the books of the Company shall close or a any such record shall is to be taken for the purpose of such dividend, distribution or subscription rights right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dispositiondissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, as and (iii) the case may beamount and character of any stock or other securities, shall take placeor rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also shall specify state that the action in question or the record date as is subject to the effectiveness of which a registration statement under the holders Securities Act or a favorable vote of Common Stock of record shall participate in such dividendstockholders, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may beif either is required. Such notice shall be given delivered at least twenty (20) 20 days prior to the date specified in such notice on which any such action in question and not less than ten (10) days prior is to be taken or the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided hereindate, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantswhichever is earlier.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) CJI shall declare or pay to the Company holders of Common Stock any dividend other than a regular periodic cash dividend or any periodic cash dividend in excess of one hundred and fifteen percent (115%) of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (b) CJI shall declare or pay any dividend upon the Common Stock payable in stock or make any distributions special dividend or other distribution (other than regular cash dividends) to the holders of Common Stock; or; (bc) CJI shall offer for subscription pro rata to the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class 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 reorganization, or reclassification of the Company; or (e) there shall be any (i) capital stock of CJI, or consolidation or merger involving the Company of CJI with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger another corporation or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (fe) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCJI; then, in each any one or more of such cases, the Company shall give written notice give, or cause CJI to give, to the Holder (i) at least 15 days' prior written notice in the case of any event referred to in clause (a) or (b) above, and at least 30 days' prior written notice in any other case referred to above, of the date on which (i) the books of the Company CJI shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as at least 30 days' prior written notice of the case may bedate (or, if not then known, a reasonable approximation thereof by the Company or CJI) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereon, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to also state that the action in question and not less than ten (10) days prior to or the record date or is subject to the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights effectiveness of a stockholder registration statement under the Securities Act or to a favorable vote of the Company or any right to votesuch security holders, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsif either is required.

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

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of dividend (other than a dividend described in Section 6(a)) upon its Common Stock; or; (b) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock of any class or other rights; or; (c) there shall be any capital reorganization or reclassification of the Capital Stock 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 consolidation, amalgamation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Company, then, in each any one or more of such cases, the Company shall give written notice to the Holder (A) at least 10 days’ prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as at least 10 days’ prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed:: -------------- (aA) the Company Issuer shall make any distributions to the holders of Common Stock; or (bB) the Company Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (cC) there shall be any reclassification of the Capital Stock of the CompanyIssuer; or (dD) there shall be any capital reorganization by the CompanyIssuer; or (eE) there shall be any (i) consolidation or merger involving the Company Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Company’s Issuer's property, assets or business (except a merger or other reorganization in which the Company Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiarySubsidiary); or (fF) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company Issuer or any partial liquidation of the Company Issuer or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company Issuer shall give written notice to the 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 (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.twenty

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

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed:: ------------- (a) the Company shall make propose to declare any distributions to the holders of cash dividend upon its Common Stock; or; (b) the Company shall authorize propose to declare or make any dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class Stock, whether in cash, property or other rights; orsecurities; (c) there the Company shall be propose to effect any reorganization or reclassification of the Capital Stock capital stock of the Company or any consolidation or merger of the Company with or into another corporation or any sale, lease or conveyance of all or substantially all of the property of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue propose to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, or international delivery service for international deliveries, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least fifteen (15) business days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, dividend or distribution or subscription for determining rights or (ii) to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, lease, conveyance, dissolution, liquidation or winding-up, as and (ii) in the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon any such reorganization, reclassification, consolidation, merger, dispositionsale, lease, conveyance, dissolution, liquidation or winding-up, at least fifteen (15) business 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 or distribution, the record date for such dividend or distribution, if after the Commencement Date. Any notice given in accordance with clause (ii) above shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation/merger, sale, lease, conveyance, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to In the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to event that the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described in clause (a) or (b) above, the Holder shall then not 1.1-5 be entitled to receive the benefits accruing to existing holders of the Common Stock in such event. Upon the occurrence of an event described in clause (c), the Holder shall be entitled thereafter, upon payment of the Stock Purchase Price in effect immediately prior to such action, to receive upon exercise of this Warrant the class and number of shares which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event. In connection with the transactions described in clause (c), the Company will require each person (other than the Company) that may be required to deliver any cash, stock, securities or other property upon the due exercise of this Warrant as provided herein to assume, by written instrument delivered to, and reasonably satisfactory to, the Warrantsholder of this Warrant (x) the obligations of the Company under this Warrant and (y) the obligation to deliver to such holder such cash, stock, securities or other property as such holder may be entitled to receive in accordance with the provisions of this Section 3. Upon the occurrence of an event the proposal of which is described in clause (d), this Warrant shall terminate. Notwithstanding any other provision hereof, no Holder shall have the right to obtain an injunction or restraining order or otherwise interfere with or prevent the occurrence of any of the actions described in (a) - (d) above.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company Issuer shall make any dividend or distributions to the holders of Common Stock; or (b) the Company Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares Securities of Capital Stock of the Issuer; or ____________________ 1 To insert $0.40 in all Warrants except to insert $0.30 in Warrants acquired by Buyers in connection with any class or other rights; orDebt Conversion. (c) there shall be any reclassification of the Capital Stock of the CompanyIssuer; or (d) there shall be any capital reorganization by the CompanyIssuer; or (e) there shall be any (i) consolidation or merger involving the Company Issuer or (ii) sale, transfer or other disposition of all or substantially all of the CompanyIssuer’s property, assets or business (except a merger or other reorganization in which the Company Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiarySubsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company Issuer or any partial liquidation of the Company Issuer or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company Issuer shall give written notice to the 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 (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the CompanyIssuer’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be entitled distributed to vote or receive dividends or be deemed the holder of shares holders of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the WarrantsCommon Stock.

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

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

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company Corporation shall make declare any distributions dividend upon its Common Stock payable in stock; (2) the Corporation shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization by reorganization, or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or consolidation or merger involving of the Company Corporation with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another Corporation; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, (a) at least 20 days' prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger sale, dissolution, liquidation or winding up, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall pay any dividends payable in stock upon its Common Stock or make any distributions distribution (other than regular cash dividends) to the holders of its Common Stock; or; (b) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any capital reorganization, or reclassification of the Capital Stock 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 involving consolidation, merger, share exchange or similar transaction of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s property's assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another entity; orand (fd) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such cases, the Company shall give written notice to and publish the Holder same in the manner set forth in Section 3.4, of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution distribution, or subscription rights rights, or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-uptransaction shall take place, as the case may be, shall take place. Such notice shall also shall specify the date as of which the holders of record of Common Stock of record shall participate in such dividend, distribution distribution, or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-winding up, as the case may be. Such notice shall be given and published at least twenty (20) 20 days prior to the action in question and not less than ten (10) 20 days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Except as otherwise specifically provided hereinFailure to give or publish such notice, no Holder, as suchor any defect therein, shall be entitled to vote not affect the legality or receive dividends or be deemed the holder validity of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of matters set forth in the Company or any right foregoing clauses (a) to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwised), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsboth inclusive.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall declare any cash dividend upon its Common Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any distributions special dividend or other distribution to the holders of its Common Stock; or; (b3) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d4) there shall be any capital reorganization by or reclassification of the capital stock of the company; or consolidation or merger of the Company; or (e) there shall be any (i) or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (f5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days' prior written notice (by the method set forth in Section 3.4 above) of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least ten (10) days' prior written notice of the date when the same shall take place; PROVIDED, HOWEVER, that failure to give such notice or any defects therein shall not affect the validity of the action taken by the Company. Such Any notice given in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall been entitled to exchange their certificates for Common Stock for securities or to other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-upup or conversion, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed:: ------------- (ai) the Company Corporation shall make declare any distributions dividend upon its Common Shares payable in Common Shares; (ii) the Corporation shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any shares of Capital Stock additional Common Shares of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) consolidation capital stock of the Corporation, or consolidation, amalgamation or merger involving of the Company Corporation with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Corporation, then, in each any one or more of such cases, the Company Corporation shall give written notice to the Holder (i) at least 10 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as at least 10 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

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

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders cash dividend or distribution upon shares of its Common Stock; or; (b) the Company shall authorize declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the granting holders of its Common Stock; (c) the Company shall offer for subscription pro rata to all the holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or (c) there , or shall be offer any reclassification of the Capital Stock of the Company; orits securities pursuant to a public offering; (d) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) , or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); oranother corporation; (fe) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of Company; or (f) the Company shall take or distribution propose to take any other action, notice of which is actually provided (or is required to be provided, pursuant to any written agreement) to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, written notice setting forth the principal terms of such event (i) at least twenty (20) days prior to the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as or other action described in clause (f) above and (ii) in the case may beof any such public offering, reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action described in clause (f) above at least twenty (20) days prior to the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the approximate date after which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, sale dissolution, liquidation or winding-up, or other action described in clause (f) above, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make any distributions (i) offer for subscription pro rata to the holders of shares of the Common Stock; or (b) Stock or Preferred Stock any additional equity in the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (cii) there shall be any reclassification pay a dividend in additional shares of the Capital Preferred Stock or Common Stock or distribute securities or other property to the holders of shares of the Preferred Stock or 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; or; (db) there shall be any capital reorganization by the Company; or (e) there shall be any (i) or reclassification or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition lease of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another entity; or (fc) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) 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 taken for such subscription rights, dividend, distribution or subscription rights or issuance, and (iib) in the case of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, at least 15 days' prior written notice of the date when the same shall take place if no stockholder vote is required and at least 15 days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such subscription rights, the date on which the holders of shares of Common Stock or Preferred Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of shares of Preferred Stock or Common Stock, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock such shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such Failure to give the notice referred to herein shall be given at least twenty (20) days prior to not affect the validity or legality of the action in question and not less than ten (10) days prior to which should have been the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares subject of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsnotice.

Other Notices. In case at any time, with time after the written consent issuance of the Advisor, not to be unreasonably denied or delayed:this Note: ------------- (a) the Company shall declare any dividend upon its Shares payable in shares of capital stock or make any distributions special dividend or other distribution (other than regular cash dividends) to the holders of Common Stock; orits Shares; (b) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any capital reorganization or reclassification of the Capital Stock capital stock of the Company; or (d) there shall be , or any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s property, its assets or business (except a merger or other reorganization in which the Company shall be sale of the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidationpatent to, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each of such cases, the Company shall give written notice give, by first-class mail, postage prepaid, addressed to the Holder of this Note at the address of such Holder as shown on the books of the Company, (i) at least ten (10) days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such determining the holders of Shares entitled to receive a dividend, distribution or subscription rights right or (ii) the right to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, and (ii) as to (c) and (d), above, at least ten (10) days prior written notice of the case may bedate when any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place. Such notice also in accordance with the foregoing clause (ii) shall specify the date as of on which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or Shares shall be entitled to exchange their certificates shares for Common Stock for 3 securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company Corporation shall make declare any distributions dividend upon its Common Shares payable in Common Shares; (ii) the Corporation shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any additional shares of Capital Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) consolidation capital stock of the Corporation, or consolidation, amalgamation or merger involving of the Company Corporation with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Corporation. then, in each any one or more of such cases, the Company Corporation shall give to the Agent: (A) at least ten (10) days’ prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up; and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as at least ten (10) days’ prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make pays any dividends payable in stock upon its Common Shares or makes any distributions (other than regular cash dividends) to the holders of its Common Stock; orShares; (b) the Company shall authorize offers for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any additional shares of Capital Stock stock, securities convertible into Common Shares, securities of any class class, or any other rights; or; (c) there shall be any reclassification is a capital reorganization, a classification of the Capital Stock capital stock of the Company; orCompany or a consolidation or merger of the Company with, or a sale of all or substantially all of its assets to, another entity; (d) there shall be any capital reorganization by the CompanyCompany proposes to make a tender offer, redemption offer or exchange offer with respect to the Common Shares; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such these cases, the Company shall give written notice to in the Holder manner set forth in Section 3.04 of this Agreement of the date on which (i) the books of the Company shall close or a record shall be is taken for such the dividend, distribution distribution, subscription or subscription rights offer rights, or (ii) such the reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be, shall take winding up takes place. Such The notice also shall specify the date as of which the holders of record of Common Stock of record Shares shall participate in such dividend, distribution distribution, subscription or subscription offer rights, or shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such The notice shall be given and published at least twenty (20) days prior to the action transaction in question and not less than ten twenty (1020) 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 or publish the notice, or any defect in respect thereto. Except as otherwise specifically provided herein, no Holder, as suchthe notice, shall not affect the legality or validity of any transaction covered or to be entitled to vote or receive dividends or be deemed covered in the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsnotice.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders holder of its Common Stock; or; (b2) the Company Corporation shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock of stock for any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or a consolidation or merger involving of the Company Corporation with or (ii) saleinto, transfer or other disposition a sale of all or substantially all of the Company’s propertyits assets to, assets another entity or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entities; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, by first class, mail, postage prepaid, or by telex to non-U.S. residents, addressed to each holder of any shares of Series A Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days' prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolation, mergers, sale, dissolution, liquidation or winding up, as at least 20 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the forgoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case Nothing contained in this Agreement shall be construed as conferring upon any Rightholder, in its capacity as such, the right to vote or receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of the stockholders of the Company for the election of the directors of the Board of Directors of the Company or for any other matter. If at any timetime prior to the expiration, with the written consent cancellation or exercise of all of the AdvisorRights, not to be unreasonably denied or delayedthe Company shall: (a) the Company shall make declare any distributions dividend payable to the all holders of Common StockStock (or other equity securities) or make any other distribution to all holders of Common Stock (or other equity securities); or (b) offer to the Company shall authorize the granting to all holders of its Common Stock of (or other equity securities) rights to subscribe for or purchase any shares of Capital Stock of any class of stock or any other rightsrights or options; or (c) there shall be effect any reclassification of the Capital Common Stock of the Company; or (dor other equity securities) there shall be or any capital reorganization by the Company; or (e) there shall be or any (i) consolidation or merger involving the Company merger, or (ii) any sale, transfer or other disposition of all its property, assets and business substantially as an entirety, or substantially all the liquidation, dissolution or winding up of the Company’s property; then, assets or business (except a merger or other reorganization in which each such case, the Company shall be the surviving corporation and its shares cause written notice of Capital Stock shall continue such proposed action to be outstanding and unchanged and except mailed to the Rights Agent at least fifteen (15) Business Days prior to the record date for determining holders of the Common Stock (or other equity securities) as referred to further below. Such notice shall specify the date on which the books of the Company shall close, or a record be taken, for determining holders of Common Stock (or other equity securities) entitled to receive such stock dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization consolidation, merger, sale, transfer or transfer, other disposition involving a wholly-owned subsidiary); or (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company shall give written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolutionliquidation, liquidation dissolution or winding-upwinding up shall take place or commence, as the case may be, shall take place. Such notice also shall specify and the date as of which the it is expected that holders of record of Common Stock of record shall participate in such dividend, distribution (or subscription rights, or other equity securities) shall be entitled to exchange their certificates for Common Stock for receive securities or other property deliverable upon such reorganizationaction, reclassificationif any such date has been fixed. Promptly upon receipt thereof, consolidationthe Rights Agent shall cause copies of such notice to be sent to each Rightholder, merger, disposition, dissolution, liquidation or winding-up, as in the case may be. Such notice shall be given of any action covered by clause (a) or (b) above, at least twenty (20) days prior to the action in question and not less than ten (10) days Business Days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares for determining holders of the Company Common Stock (or other equity securities) for purposes of receiving such payment or offer, and, in the case of any purposeaction covered by clause (c) above, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action at least ten (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, 10) Business Days prior to the issuance to the Holder earlier of the Warrant Shares date upon which the Holder shall then be such action is to take place or any record date to determine holders of Common Stock (or other equity securities) entitled to receive upon the due exercise of the Warrantssuch securities or other property.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the 1. The Company shall declare any cash dividend upon its Common Stock payable in stock or make any distributions special dividend or other distribution (other than regular cash dividends) to the holders Holders of its Common Stock; or; (b) the 2. The Company shall authorize offer for subscription to the granting to all holders Holders of any of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Common Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d) there 3. There shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Company or consolidation or merger involving of the Company or (ii) sale, transfer or other disposition with the sale of all or substantially all of the Company’s property, its assets to another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (f) there 4. There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company Company; Then in any one or any partial liquidation more of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, said cases the Company shall give written notice by first class mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company and pursuant to Paragraph 17(i) at least 20 days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionmerger or sale, dissolution, liquidation or winding-winding up and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, as at least 20 days prior written notice of the case may be, date when the same shall take place. Such Any notice required by clause (i) shall also shall specify in the case of any such dividend, distribution or subscription rights the date as of on which the holders of Common Stock shall be entitled thereto and a notice required by (ii) shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or the Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionmerger or sale, dissolution, liquidation or winding-up, winding up as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall make declare any distributions to the holders of cash dividend upon its Preferred Stock (or Common Stock; orStock issuable upon conversion thereof); (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (c) there shall be any reclassification of the Capital Stock of the Company; or (d2) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); oranother Person; (f3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common StockCompany; (g4) there shall be a dividend or distribution anticipated an IPO; or (5) the Company shall propose to be given to stock holderscomplete an Acquisition; then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution dividend or subscription for determining rights or (ii) to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least twenty (20) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also shall specify specify, in the case of any such dividend, the date as of on which the holders of Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of record shall participate in such dividend, distribution Preferred Stock (or subscription rights, or Common Stock issuable upon conversion thereof) shall be entitled to exchange their certificates for Preferred Stock (or Common Stock issuable upon conversion thereof) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of Common cash dividend upon its Stock; or; (b) the Company shall authorize declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orStock; (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 involving of the Company with another corporation, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s property, 's assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder, as shown on the books of the Company, (i) at least 30 days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any 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, dispositionsale, dissolution, liquidation or winding-up, as at least 30 days' written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with clause (i) above shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription option rights, or the date on which the holders of Stock shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to If the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall then not be entitled to receive upon the due benefits accruing to existing holders of the Stock in such event. Notwithstanding anything herein to the contrary, if and to the extent the Holder chooses to exercise this Warrant within the ten-day period following receipt of the notice specified in clause (ii) above, the Holder may elect to pay the aggregate Stock Purchase Price by delivering to the Company cash or a cashier's check in the amount of the aggregate par value of the shares of Stock to be purchased and the Holder's full recourse Promissory Note in the amount of the balance of the aggregate Stock Purchase Price, which Note shall be payable to the order of the Company in a single sum on the 30th day following the date of receipt of such notice and shall bear interest at the lowest applicable federal short term rate (using monthly compounding) as established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, or any successor provision; provided, however, 27 that if the Holder elects to deliver such a Promissory Note to the Company, the Holder will pledge to the Company all Stock issued in connection with the exercise of this Warrant, and the WarrantsCompany shall retain possession of the certificates evidencing such Stock, until such time as the Note is paid in full.

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

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make any distributions declare or pay to the holders of Common Stock; orStock any dividend; (b) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any capital reorganization, or reclassification of the Capital Stock capital stock of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) , or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger another corporation or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); orentity; (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common StockCompany; (ge) there shall be a dividend or distribution anticipated to made any tender offer for any shares of capital stock of the Company; or (f) there shall be given to stock holdersany other Transaction; then, in each any one or more of such cases, the Company shall give to the holder of this Warrant (i) at least 15 days prior to any event referred to in subsection (a) or (b) above, at least 30 days prior to any event referred to in subsection (c), (d) or (e) above, and within five days after it has knowledge of any pending tender offer referred to in subsection (e) above or other Transaction, written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, as up or Transaction or the date by which shareholders must tender shares in any tender offer and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or tender offer or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, tender offer or Transaction, as the case may be. Such notice shall be given at least twenty (20) days prior to also state that the action in question and not less than ten (10) days prior to or the record date or is subject to the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights effectiveness of a stockholder registration statement under the Securities Act or to a favorable vote of the Company or any right to votesecurity holders, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsif either is required.

Other Notices. In case at any time, with time after the written consent date of issuance of this -------------- Certificate and prior to the Advisor, not to be unreasonably denied or delayedTime of Expiry: (ai) the Company Corporation shall make declare any distributions dividend upon its Common Shares payable in kind; (ii) the Corporation shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any additional shares of Capital Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) consolidation capital stock of the Corporation, or consolidation, amalgamation or merger involving of the Company Corporation with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Corporation, then, in each any one or more of such cases, (other than the Company consolidation disclosed in the Corporation's prospectus dated February 28, 2002) the Corporation shall give written notice to the Holder (A) at least 10 days' prior written notice of the date on which (i) the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation (iiother than the consolidation disclosed in the Corporation's prospectus dated February 28, 2002), merger, amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as at least 10 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Shares shall be entitled to exchange their certificates for Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionamalgamation, sale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

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

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

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of cash dividend upon its Class A Common Stock or Class B Common Stock; or; (b) the Company shall authorize declare any dividend upon its Class A Common Stock or Class B Common Stock payable in stock (other than a dividend payable solely in shares of Class A Common Stock or Class B Common Stock) or make any special dividend or other distribution to the granting to all holders of its Class A Common Stock or Class B Common Stock; (c) the Company shall offer for subscription pro rata to the holders of rights to subscribe for its Class A Common Stock or purchase Class B Common Stock any additional shares of Capital Stock stock of any class 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 or reclassification of the capital stock of the Company; or (e) there shall be any (i) or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); oranother corporation; (fe) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock;Company; or (gf) there shall be a dividend or distribution anticipated to be given to stock holdersan initial public offering of Company securities; then, in each any one or more of such said cases, the Company shall give to the registered holder of this Warrant, by the means specified in Section 8 herein, (i) at least twenty (20) days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least twenty (20) days' prior written notice of the date when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, the date on which the holders of Class A Common Stock or Class B Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Class A Common Stock or Class B Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to If the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall then not be entitled to receive upon the due exercise benefits accruing to existing holders of the WarrantsClass A Common Stock in such event.

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

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed:: ------------- (a) the Company shall make propose to declare any distributions to the holders of cash dividend upon its Common Stock; or; (b) the Company shall authorize propose to declare or make any dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class Stock, whether in cash, property or other rights; orsecurities; (c) there the Company shall be propose to effect any reorganization or reclassification of the Capital Stock capital stock of the Company or any consolidation or merger of the Company with or into another corporation or any sale, lease or conveyance of all or substantially all of the property of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue propose to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f) there shall be effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, or international delivery service for international deliveries, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least fifteen (15) business days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, dividend or distribution or subscription for determining rights or (ii) to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, lease, conveyance, dissolution, liquidation or winding-up, as and (ii) in the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon any such reorganization, reclassification, consolidation, merger, dispositionsale, lease, conveyance, dissolution, liquidation or winding-up, at least fifteen (15) business 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 or distribution, the record date for such dividend or distribution, if after the Commencement Date. Any notice given in accordance with clause (ii) above shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation/merger, sale, lease, conveyance, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to In the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to event that the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described in clause (a) or (b) above, the Holder shall then not be entitled to receive the benefits accruing to existing holders of the Common Stock in such event. Upon the occurrence of an event described in clause (c), the Holder shall be entitled thereafter, upon payment of the Stock Purchase Price in effect immediately prior to such action, to receive upon exercise of this Warrant the class and number of shares which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event. In connection with the transactions described in clause (c), the Company will require each person (other than the Company) that may be required to deliver any cash, stock, securities or other property upon the due exercise of this Warrant as provided herein to assume, by written instrument delivered to, and reasonably satisfactory to, the Warrantsholder of this Warrant (x) the obligations of the Company under this Warrant and (y) the obligation to deliver to such holder such cash, stock, securities or other property as such holder may be entitled to receive in accordance with the provisions of this Section 3. Upon the occurrence of an event the proposal of which is described in clause (d), this Warrant shall terminate. Notwithstanding any other provision hereof, no Holder shall have the right to obtain an injunction or restraining order or otherwise interfere with or prevent the occurrence of any of the actions described in (a) - (d) above.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall make declare any distributions to the holders of Common cash dividend upon its Stock; or; (b) the Company shall authorize declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution to the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; orStock; (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 involving of the Company with another corporation, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s property, 's assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder, as shown on the books of the Company, (i) at least 30 days' prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any 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, dispositionsale, dissolution, liquidation or winding-up, as at least 30 days' written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with clause (i) above shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription option rights, or the date on which the holders of Stock shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to If the Holder of the Warrant Shares which does not exercise this Warrant prior to the occurrence of an event described above, except as provided in Sections 3.1 and 3.4, the Holder shall then not be entitled to receive upon the due benefits accruing to existing holders of the Stock in such event. Notwithstanding anything herein to the contrary, if and to the extent the Holder chooses to exercise this Warrant within the ten-day period following receipt of the notice specified in clause (ii) above, the Holder may elect to pay the aggregate Stock Purchase Price by delivering to the Company cash or a cashier's check in the amount of the aggregate par value of the shares of Stock to be purchased and the Holder's full recourse Promissory Note in the amount of the balance of the aggregate Stock Purchase Price, which Note shall be payable to the order of the Company in a single sum on the 30th day following the date of receipt of such notice and shall bear interest at the lowest applicable federal short term rate (using monthly compounding) as established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, or any successor provision; provided, however, that if the Holder elects to deliver such a Promissory Note to the Company, the Holder will pledge to the Company all Stock issued in connection with the exercise of this Warrant, and the WarrantsCompany shall retain possession of the certificates evidencing such Stock, until such time as the Note is paid in full.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall declare any cash dividend upon Common Stock; (2) the Company shall declare any dividend upon its Common Stock payable in stock or make any distributions special dividend or other distribution to the holders of Common Stock; or; (b3) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other securities or rights; or; (c4) there shall be any reclassification of the Capital Stock of the CompanyReorganization; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale, transfer or other disposition of all or substantially all of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (f5) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation (collectively, “Dissolution”); then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company or distribution to holders of Common Stock; (gi) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company shall give at least ten (10) days’ prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as in the case may beof any such Reorganization or Dissolution, at least fifteen (15) Business Days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation Reorganization or winding-upDissolution, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any timeIf, with prior to the written consent Time of Expiry on the Advisor, not to be unreasonably denied or delayedExpiry Date: (ai) the Company shall make declare any distributions dividend upon its shares payable in Common Shares; (ii) the Company shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase Shares any additional shares of Capital Stock of any class or other rights; or, options or warrants; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) consolidation , or consolidation, amalgamation, arrangement, business combination or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; Company, then, in each any one or more of such cases, the Company shall give written notice to the Holder (A) at least 10 days’ prior written notice of the date on which (i) the books of the Company shall close or a record date shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, business combination, merger, dispositionamalgamation, arrangement, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, business combination, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Shares shall be entitled to exchange their shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, business combination, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of extent known by the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsat such time.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company ▇. ▇▇▇▇▇▇ shall make declare any distributions dividend upon its Common Stock payable in stock; ii. Reuter shall offer for subscription pro rata to the holders of Common Stock; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d) iii. there shall be any capital reorganization by reorganization, or reclassification of the Company; or (e) there shall be any (i) capital stock of Reuter, or consolidation or merger involving the Company of Reuter with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (f) iv. there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersReuter; then, in each any one or more of such said cases, the Company Reuter shall give give, (i) at least 20 days prior written notice to the Holder of the date on which (i) the books of the Company Reuter shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; or; (bii) the Company shall authorize offer for subscription pro rata to the granting to all holders of its the Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by of the Company; or (e) there shall be any (i) , or reclassification of the Common Stock, or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each of such casescase, the Company shall give written notice to the Holder holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or (ii) for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as notice of the case may bedate (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also shall specify the date as of on which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Except as otherwise specifically provided hereinFailure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), no Holder(ii), as such(iii) and (iv) above. Notwithstanding the foregoing, the Company shall be entitled publicly disclose the substance of any notice delivered hereunder prior to vote or receive dividends or be deemed delivery of such notice to the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the WarrantsWarrant.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) i. the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; or; (b) ii. the Company shall authorize offer for subscription pro rata to the granting to all holders of its the Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d) iii. there shall be any capital reorganization by of the Company; or (e) there shall be any (i) , or reclassification of the Common Stock, or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (f) iv. there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each of such casescase, the Company shall give written notice to the Holder holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or (ii) for determining the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as notice of the case may bedate (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also shall specify the date as of on which the holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for shares of the Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Except as otherwise specifically provided hereinFailure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), no Holder(ii), as such(iii) and (iv) above. Notwithstanding the foregoing, the Company shall be entitled publicly disclose the substance of any notice delivered hereunder prior to vote or receive dividends or be deemed delivery of such notice to the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the WarrantsWarrant.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed:: ------------- (ai) the Company shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (bii) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or---------- /2/ To be adjusted to reflect the Exchange Ratio (as defined in Footnote #1). (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) , or a consolidation or merger involving of the Company with or (ii) into another entity or entities, or a sale, lease, abandonment, transfer or other disposition of all or substantially all of the assets of the Company’s property, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such said cases, the Company shall give written notice give, by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to the Holder at the address or telecopier number of such holder as shown on the books of the Company, (a) at least 20 days' prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as at least 20 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

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

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (b2) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock such stock of any class or other rights; or; (c3) there shall be any capital reorganization or 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) , or a consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition a sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)another corporation; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such casesoccurrences, the Company shall give give, by first class mail, postage prepaid, addressed to each holder of any shares of Series Q Preferred Stock at the address of such holder as shown on the books of the Company: (i) at least 15 days prior written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up; and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as at least 15 days’ prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the Company shall declare or pay any dividend upon Common Stock payable in stock or make any distributions dividend or other distribution to the holders of Common Stock; or; (b) the Company shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any capital reorganization, or reclassification of the Capital Stock capital stock of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) , or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business other entity (except other than a merger or other reorganization consolidation with a directly or indirectly wholly-owned subsidiary of the Company in which the Company shall be is the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiarysurvivor); or; (fd) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common StockCompany; (ge) there shall be a dividend or distribution anticipated to made any tender offer for any shares of capital stock of the Company; or f) there shall be given to stock holdersany other Transaction; then, in each any one or more of such cases, the Company shall give to the holder of this Warrant (i) at least 15 days prior to the record date for any dividend or distribution referred to in subsection (a) above, at least 30 days prior to any event referred to in subsection (b), (c) or (d) above, and within five days after it has knowledge of any pending tender offer or other Transaction, written notice to the Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, as up or Transaction or the date by which shareholders must tender shares in any tender offer and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or tender offer or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, tender offer or Transaction, as the case may be. Such notice shall be given at least twenty (20) days prior to also state that the action in question and not less than ten (10) days prior to or the record date or is subject to the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights effectiveness of a stockholder registration statement under the Securities Act or to a favorable vote of the Company security holders or any right to voteother approval requirement, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsif such is required.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any distributions other distribution to the holders of its Common Stock; or; (b2) the Company Corporation shall authorize offer for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d3) there shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Corporation, or a consolidation or merger involving of the Company Corporation with or (ii) saleinto, transfer or other disposition a sale of all or substantially all of the Company’s propertyits assets to, assets another entity or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entities; or (f4) there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCorporation; then, in each any one or more of such said cases, the Company Corporation shall give give, by first class mail, postage prepaid, or by facsimile transmission to non-U.S. residents, addressed to each holder of any shares of Series B Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days' prior written notice to the Holder of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as at least 20 days' prior written notice of the case may be, date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-winding up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall make any distributions declare or pay to all the holders of Common Capital Stock any dividend (whether payable in Capital Stock; or, cash, securities or other property); (bii) the Company shall authorize the granting offer for subscription pro rata to all the holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock any additional shares of stock of any class or other rights; or; (ciii) there shall be any capital reorganization, or 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) , or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger another corporation or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); orentity; (fiv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock;Company; or (gv) there shall be a dividend or distribution anticipated to be given to stock holdersany other Fundamental Change Transaction; then, in each any one or more of such cases, the Company shall give written notice to the Holder holder of this Warrant (a) at least five (5) Business Days prior to the record date established or related to any event referred to in clause (I) - (v) above (which, for purposes of events referred to in clauses (I) - (v) above, shall be the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution distribution, or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, as or Transaction) written notice of such record date and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also shall specify specify, in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution distribution, or subscription rights, or the date on which such holders of Capital Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which such holders of Capital Stock shall be entitled to exchange their certificates for Common Capital Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, or Transaction, as the case may be. Such notice shall be given at least twenty (20) days prior to also state that the action in question and not less than ten (10) days prior to or the record date or is subject to the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights effectiveness of a stockholder of registration statement under the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rightsSecurities Act, or otherwiseto a favorable vote of security holders, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsif either is required.

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

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (ai) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; or; (bii) the Company shall authorize offer for subscription pro rata to the granting to all holders olders of its the Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class lass or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (diii) there shall be any capital reorganization by of the Company; or (e) there shall be any (i) , or reclassification of the Common Stock, or consolidation or merger involving of the Company with or (ii) saleinto, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (fiv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each of such casescase, the Company shall give written notice to the Holder holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights or (ii) for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as notice of the case may bedate (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also shall specify the date as of on which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) 30 days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, Failure to give any such notice or any defect therein shall be entitled to vote or receive dividends or be deemed not affect the holder of shares validity of the Company for any purpose, nor shall anything contained proceedings referred to in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action clauses (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwisei), receive notice of meetings(ii), receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants(iii) and (iv) above.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed:: -------------- (aB) the Company shall make any distributions to the holders of Common Stock; or (b) the Company Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (cC) there shall be any reclassification of the Capital Stock of the CompanyIssuer; or (dD) there shall be any capital reorganization by the CompanyIssuer; or (eE) there shall be any (i) consolidation or merger involving the Company Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Company’s Issuer's property, assets or business (except a merger or other reorganization in which the Company Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiarySubsidiary); or (fF) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company Issuer or any partial liquidation of the Company Issuer or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, the Company Issuer shall give written notice to the 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 (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten twenty (1020) days prior to the record date or the date on which the Company’s Issuer's transfer books are closed in respect thereto. Except as otherwise specifically provided hereinThe Holder shall have the right to send two (2) representatives selected by it to each meeting, no Holder, as such, who shall be entitled permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or receive dividends or required to be deemed distributed to the holder of shares holders of the Company Common Stock. The Holder hereby (X) consents to the Issuer's merger with and into a Delaware corporation to be formed for any purposethe purpose of changing the Issuer's domicile, nor shall anything contained all as more fully described in this Agreement be construed the Purchase Agreement, (Y) consents to confer upon the holder hereof, as such, any new corporation's assumption of the rights Issuer's obligations hereunder as the Issuer's successor-in-interest, and (Z) agrees that the change of domicile accomplished as described in the Purchase Agreement shall not be considered a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the WarrantsTriggering Event.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a) the 1. The Company shall declare any cash dividend upon its Common Stock payable in stock or make any distributions special dividend or other distribution (other than regular cash dividends) to the holders Holders of its Common Stock; or; (b) the 2. The Company shall authorize offer for subscription to the granting to all holders Holders of any of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Common Stock of any class or other rights; or; (c) there shall be any reclassification of the Capital Stock of the Company; or (d) there 3. There shall be any capital reorganization by or reclassification of the Company; or (e) there shall be any (i) capital stock of the Company or consolidation or merger involving of the Company with or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s property, its assets to another corporation or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary)entity; or (f) there 4. There shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company Company; Then in any one or any partial liquidation more of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holders; then, in each of such cases, said cases the Company shall give written notice by first class mail postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company and pursuant to Paragraph 17 (i) at least 20 days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionmerger or sale, dissolution, liquidation or winding-winding and (ii) in the case of such reorganization or reclassification, consolidation, merger or sale, dissolution, liquidation or winding up, as at least 20 days prior written notice of the case may be, date when the same shall take place. Such Any notice required by clause (i) shall also shall specify in the case of any such dividend, distribution or subscription rights the date as of on which the holders of Common Stock shall be entitled thereto and a notice required by (ii) shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or the Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionmerger or sale, dissolution, liquidation or winding-up, winding up as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case If at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: (a1) the Company shall make declare any distributions to the holders of cash dividend upon its Common Stock; or; (b) the Company shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or (c) there shall be any reclassification of the Capital Stock of the Company; or (d2) there shall be any capital reorganization by or reclassification of the capital stock of the Company; or (e) there shall be any (i) or consolidation or merger involving of the Company with, or (ii) sale, transfer or other disposition sale of all or substantially all of the Company’s propertyits assets to, assets or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); oranother Person; (f3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock;Company; or (g4) there shall be a dividend Sale Transaction or distribution anticipated an initial public offering of the Company’s Common Stock pursuant to be given to stock holdersa registration statement under the Securities Act of 1933, as amended (the “Act”); then, in each any one or more of such said cases, the Company shall give written notice give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) days prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution dividend or subscription for determining rights or (ii) to vote in respect of any such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or winding-up, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least twenty (20) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also shall specify specify, in the case of any such dividend, the date as of on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Common Stock shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dispositionsale, dissolution, liquidation or liquidation, winding-up, conversion or public offering, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Except as otherwise specifically provided herein, no Holder, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrants.

Other Notices. In case at any time, with the written consent of the Advisor, not to be unreasonably denied or delayed: time (ai) the Company shall make pays any ------------- dividends payable in stock upon its Common Stock or makes any distributions (other than regular cash dividends) to the holders of its Common Stock; or (bii) the Company shall authorize offers for subscription pro rata to the granting to all holders of its Common Stock of rights to subscribe for or purchase any additional shares of Capital Stock stock of any class or any other rights; or (ciii) there shall be any is a capital reorganization or reclassification of the Capital Common Stock of the Company; or (d) there shall be any capital reorganization by the Company; or (e) there shall be any (i) , or a consolidation or merger involving of the Company with, or (ii) salea share exchange in which the Common Stock of the Company is being acquired by, transfer or other disposition a sale or lease of all or substantially all of the Company’s propertyits assets to, assets another entity; or business (except a merger or other reorganization in which the Company shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned subsidiary); or (fiv) there shall be is a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any partial liquidation of the Company or distribution to holders of Common Stock; (g) there shall be a dividend or distribution anticipated to be given to stock holdersCompany; then, in each any one or more of such these cases, the Company shall give written notice cause to be mailed to the Holder of this Warrant 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 (ii) such the reorganization, reclassification, consolidation, merger, dispositionshare exchange, sale, lease, dissolution, liquidation liquidation, or winding-up, as the case may be, winding up shall take place. Such The notice shall also shall specify the date as of which the holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such the reorganization, reclassification, consolidation, merger, dispositionshare exchange, sale, lease, dissolution, liquidation liquidation, or winding-winding up, as the case may be. Such The notice shall be given at least twenty ten (2010) days prior to the action 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 's transfer books are closed with respect to the transaction. Failure to give the notice, or any defect in respect thereto. Except as otherwise specifically provided herein, no Holder, as suchthe notice, shall not affect the legality or validity of any transaction covered or to be entitled to vote or receive dividends or be deemed covered in the holder of shares notice. On the date of the Company for any purposedissolution, nor shall anything contained in this Agreement be construed to confer upon the holder hereof, as such, any liquidation or winding up of the Company, if it actually occurs, this Warrant and all rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the existing under this Warrant Shares which the Holder shall then be entitled to receive upon the due exercise of the Warrantsterminate.