Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets assets, cash flow or earning power to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. In the event the Company shall: (a) In case authorize the Company shall propose, at any time after the Distribution Date, (i) issuance to pay any dividend payable in stock of any class to the all holders of Preferred shares of Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company)rights, or (ii) to offer to the holders of Preferred Stock rights options or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securitiessubscription rights, rights options or options, warrants; (b) authorize the distribution to all holders of shares of Common Stock of securities or assets (iiiother than cash dividends); (c) to effect any Reorganization, any reclassification or change of its Preferred Common Stock issuable upon exercise of the Warrants (other than a reclassification involving only the change in par value or as a result of a subdivision or combination of outstanding shares of Preferred Common Stock), or a tender offer or exchange offer for shares of Common Stock; or (ivd) to effect any consolidation a voluntary or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)involuntary dissolution, or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution liquidation or winding up of the Company, then, in each such case, ; then the Company shall give cause to be filed with the Warrant Agent and shall cause to be given to each holder Holder at its address appearing on the Warrant Register, at least twenty (20) calendar days prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first class mail, postage prepaid, a written notice stating (x) the date as of which the Holders of record of a Rights Certificateshares of Common Stock entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the extent feasible and initial expiration date set forth in accordance with Section 26 hereof, a notice any tender offer or exchange offer for shares of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrantsCommon Stock, or (z) the date on which any such reclassification, consolidationReorganization, mergerdissolution, sale, lease, transfer, liquidation, dissolution liquidation or winding up is expected to take place and become effective or consummated, as well as the date as of participation therein by the holders which it is expected that Holders of the record of shares of Preferred StockCommon Stock shall be entitled to exchange such shares for securities or other property, if any any, deliverable upon such date is to be fixedreclassification, and such notice shall be so given in the case of any action covered by clause (i) Reorganization, dissolution, liquidation, or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlierwinding up. The failure to give the notice required by this Section 25 10.2 or any defect therein shall not affect the legality or validity of the action taken by the Company any distribution, right, option, warrant, reclassification, Reorganization, dissolution, liquidation, winding up or action, or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesforegoing.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof), or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company and/or any of its Subsidiaries in a transaction that one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, consolidation or combination of the Common Stock (by reclassification or otherwise than by payment in dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, Stock whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event of the events set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after the Distribution Date, Date (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, or any other Person, (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the CompanyCompany or (vii) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above of this paragraph at least 20 ten days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 20 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event the event set forth in Section 11(a)(ii) shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities).

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such actionaction and, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Section 11(a)(ii) Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the registered holders of Preferred Stock Shares or to make any other distribution to the registered holders of Preferred Stock Shares (other than a regular quarterly periodic cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the registered holders of Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights rights, or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Person, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the Company's assets ’s most recent regularly prepared financial statements) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (v) to effect the liquidation, dissolution dissolution, or winding up of the Company, then, in each such case, the Company shall give to each registered holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the registered holders of the shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining registered holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the registered holders of the shares of Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over a Section 11(a)(ii) Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to registered holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph Section 25(a) to Preferred Stock Shares shall be deemed thereafter to refer to Common Stock and/orShares or, if appropriate, other securities.

Notice of Certain Events. In the event: (a) In case that the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock take a record of any class to the holders of Preferred its Common Stock (or other capital stock or securities or securities at the time issuable upon the exercise of this Warrant) for the purpose of entitling or enabling them to make receive any dividend or other distribution to the holders of Preferred Stock (whether in cash, property, stock, or other than securities and whether or not a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), to vote at a meeting (or (ii) by written consent), to offer to the holders of Preferred Stock rights or warrants receive any right to subscribe for or to purchase any additional shares of Preferred Stock or shares of capital stock of any class or any other securitiessecurities or to receive any other security; (b) of any capital reorganization of the Company, rights any reclassification, exchange, combination, substitution, reorganization or options, or (iii) to effect any reclassification recapitalization of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred the Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)or into another Person, or to effect any sale, lease or other transfer a sale of all or substantially all of the Company's ’s assets to any other another Person or Persons any anticipated change in the Company’s listing status, whether voluntary or involuntary; or (other than a wholly owned Subsidiary c) of the Company in a transaction that complies with Section 11(o) hereof)voluntary or involuntary dissolution, liquidation or (v) to effect the liquidation, dissolution or winding winding-up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) above, to the extent feasible and in accordance with Section 26 hereof, a at least ten (10) business days’ prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Common Stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; and (2) in the case of any action covered by clause the matters referred to in (ib) or (iic) above at least 20 days ten (10) business days’ prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Common Stock will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the event notice). The Company will also provide information reasonably requested by ▇▇▇▇▇▇ from time to holders of Rights under Section 11(a)(ii) or Section 13(a) hereoftime, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply with ▇▇▇▇▇▇’s accounting and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock securities of the Company of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of shares of Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or securities convertible into shares of stock of any class or any other securities, rights or optionsPreferred Stock, or (iii) to effect any reclassification of its shares of Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Person, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, (i) the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which notice shall specify the record date for proposed event and the purposes consequences of the event to the holders of Rights under Section 11(a), Section 12 or Section 14 hereof, as the case may be, and, upon consummating such stock dividendtransaction, distribution shall similarly give notice thereof to each holder of rights Rights and (ii) all references in the preceding paragraph (a) to Preferred Stock shall be deemed thereafter referred to Common Stock or other securities, as appropriate warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i), (ii) or (iiv) above at least 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Common Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 26 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occurNotwithstanding anything in this Rights Agreement to the contrary, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, Date a filing by the registered Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of Common Stock), in accordance with Section 26 hereof, a notice securities of the occurrence Company, including the Rights, for purposes of such event, which shall specify the event this Rights Agreement and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall no other notice need be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesgiven.

Notice of Certain Events. (a) In case the Company shall proposetake action, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make take any other distribution to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than Person, or to effect a wholly owned Subsidiary of the Company in a transaction that complies statutory share exchange with Section 11(o) hereof)any Person, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, Common Stock whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event of the events set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Common Stock shall be deemed thereafter to refer to Common Stock and/orother securities, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company Corporation shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Time propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash periodic dividend out of earnings or retained earnings of the CompanyCorporation), or (ii) to offer to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to assets, cash flow or earning power of the Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Person, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock of the shares of Corporation or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the shares of Corporation or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) of this Agreement shall occur, then then, in any such case, (i) the Company Corporation shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Right, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph Section 25(a) hereof to Preferred Stock shall be deemed thereafter to refer also to Common Stock and/or, if appropriate, or other securitiessecurities issuable in respect of the Rights.

Notice of Certain Events. In case at any time: (a) In case the Company Corporation shall propose, at take any time after action which would require an adjustment in the Distribution Date, Series C-1 Conversion Rate pursuant to Section 5; (ib) to pay there shall be any dividend payable in stock capital reorganization or reclassification of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companychange in par value), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with to which the Corporation is a party and for which approval of any other Person (other than a wholly owned Subsidiary stockholders of the Company in a transaction that complies with Section 11(o) hereof)Corporation is required, or to effect any sale, transfer or lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)properties and assets of the Corporation, or a tender offer for shares of Common Stock representing at least a majority of the total voting power represented by the outstanding shares of Common Stock which has been recommended by the Board of Directors as being in the best interests of the holders of Common Stock; or (vc) to effect the liquidationthere shall be a voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, Corporation; then, in each any such caseevent, the Company Corporation shall give written notice to each holder the holders of record the Series C-1 Preferred Stock at their respective addresses as the same appear on the books of the Corporation, at least twenty days (or ten days in the case of a Rights Certificate, recommended tender offer as specified in clause (ii) above) prior to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividendaction, dividend or distribution of rights or warrants, or the date on as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, lease, transfertender offer, liquidationdissolution, dissolution liquidation or winding up up, during which period such holders may exercise their conversion rights; provided, however, that any notice required by any event described in clause (ii) of this Section 5(h) shall be given in the manner and at the time that such notice is given to take place and the date of participation therein by the holders of Common Stock. Without limiting the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders obligations of the shares Corporation to provide notice of Preferred Stock for purposes of such actioncorporate actions hereunder, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give the notice required by this Section 25 5(h) or any defect therein shall not affect the legality or validity of any such corporate action of the action taken by the Company Corporation or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. In case at any time: (a) In case the Company Corporation shall propose, at take any time after action which would require an adjustment in the Distribution Date, Series A-1 Conversion Rate pursuant to Section 5; (ib) to pay there shall be any dividend payable in stock capital reorganization or reclassification of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companychange in par value), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with to which the Corporation is a party and for which approval of any other Person (other than a wholly owned Subsidiary stockholders of the Company in a transaction that complies with Section 11(o) hereof)Corporation is required, or to effect any sale, transfer or lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)properties and assets of the Corporation, or a tender offer for shares of Common Stock representing at least a majority of the total voting power represented by the outstanding shares of Common Stock which has been recommended by the Board of Directors as being in the best interests of the holders of Common Stock; or (vc) to effect the liquidationthere shall be a voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, Corporation; then, in each any such caseevent, the Company Corporation shall give written notice to each holder the holders of record the Series A-1 Preferred Stock at their respective addresses as the same appear on the books of the Corporation, at least twenty days (or ten days in the case of a Rights Certificate, recommended tender offer as specified in clause (ii) above) prior to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividendaction, dividend or distribution of rights or warrants, or the date on as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, lease, transfertender offer, liquidationdissolution, dissolution liquidation or winding up up, during which period such holders may exercise their conversion rights; provided, however, that any notice required by any event described in clause (ii) of this Section 5(h) shall be given in the manner and at the time that such notice is given to take place and the date of participation therein by the holders of Common Stock. Without limiting the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders obligations of the shares Corporation to provide notice of Preferred Stock for purposes of such actioncorporate actions hereunder, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give the notice required by this Section 25 5(h) or any defect therein shall not affect the legality or validity of any such corporate action of the action taken by the Company Corporation or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's ’s assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case If the Company shall propose, proposes at any time after the Distribution Date, to: (i) to pay declare any dividend payable or distribution upon the outstanding shares of its Common Stock, whether in stock of any class cash, property or other Equity Securities or securities and whether or not a regular cash dividend; (ii) offer Equity Securities or other securities for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or ’s Common Stock; (iii) to effect any reclassification reclassification, exchange, combination, substitution, reorganization or recapitalization of its Preferred Stock (other than a reclassification involving only the subdivision of Company’s outstanding shares of Preferred Common Stock), or ; (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company Change in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or Control; (v) liquidate, dissolve or wind up; or (vi) effect any bankruptcy, insolvency or similar event (or becomes aware that any such event is reasonably likely to effect the liquidation, dissolution or winding up of the Company, occur); then, in connection with each such casematter or event, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given Holder: (1) in the case of any action covered by clause matters or events of the type referred to in clauses (i), (ii) or (iiiv) above above, at least 20 days fifteen (15) Business Days prior to written notice of the anticipated date on which a record will be taken for such dividend, distribution, offering, sale or subscription rights (and specifying the anticipated date for determining on which the holders of the outstanding shares of Preferred the Company’s Common Stock for purposes of such action, and will be entitled thereto); and (2) in the case of any such other actionthe matters or events of the type referred to in clauses (iii), (v) or (vi) above, at least 20 days twenty (20) Business Days prior to the date written notice of the taking of such proposed action or anticipated date when the same will take place (and, if applicable, specifying the anticipated date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Company’s Common Stock will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect other property deliverable upon the legality or validity occurrence of the action taken by the Company or the vote upon any such actionevent). (b) In case Notwithstanding the foregoing, the Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Holder not receive notices from the Company otherwise required by Section 2.8(a); provided that the Holder may later revoke any Flipsuch Opt-In Event or FlipOut Notice in writing. Following receipt of an Opt-Over Event shall occurOut Notice from the Holder (unless subsequently revoked), then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior not deliver any such notices to the Distribution DateHolder, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event Holder shall no longer be entitled to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreceive any such notice.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, (v) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer) in one or more transactions of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or (vi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, Right Certificate and to the extent feasible and Rights Agent, each in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occur, occur then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of the Common Stock), ) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Class, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event); and (3) with respect to the IPO, which shall specify the event and the consequences at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under file its initial registration statement in connection therewith. Reference is made to Section 11(a)(ii1.6(c) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall whereby this Warrant will be deemed thereafter to refer be exercised pursuant to Common Stock and/or, Section 1.2 hereof if appropriate, other securitiesthe Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets ’s assets, cash flow or earning power to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all 50% or substantially all more of the Company's assets Company and its Subsidiaries’ (taken as a whole) assets, cash flow or earning power to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or on retained earnings of the CompanyCompany at a rate not in excess of 125% of the rate of the last regular quarterly cash dividend theretofore paid), or (ii) to offer to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person assets, cash flow or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) of this Agreement shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Right Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof25, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof), and (ii) all references in the preceding paragraph Section 24(a) hereof to Preferred Stock shall be deemed thereafter to refer also to Common Stock and/or, if appropriate, or other securitiessecurities issuable in respect of the Rights.

Notice of Certain Events. (a) In case the Company shall proposetake action, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than Person, or to effect a wholly owned Subsidiary of the Company in a transaction that complies statutory share exchange with Section 11(o) hereof)any Person, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, Common Stock whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event of the events set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Common Stock shall be deemed thereafter to refer to Common Stock and/orother securities, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Class, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders file its registration statement in connection therewith. The Company will also provide information requested by ▇▇▇▇▇▇ from time to time, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. Prior to the IPO, such information may include, but shall not be limited to, the Company’s then-current summary capitalization table, the price per share for which the Company most recently prior thereto sold or issued shares of Rights under Section 11(a)(ii) or Section 13(a) hereofits convertible preferred stock to investors for cash in a bona fide equity financing of the Company, and the Company’s most recent 409A Valuation. ▇▇▇▇▇▇ agrees to treat and hold all information provided by the Company pursuant to this Warrant in confidence in accordance with the provisions of Section 12.9 of the Loan Agreement (ii) all references regardless of whether the Loan Agreement shall then be in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitieseffect).

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to be acquired pursuant to a share exchange, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock securities of the Company of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of shares of Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or securities convertible into shares of stock of any class or any other securities, rights or optionsPreferred Stock, or (iii) to effect any reclassification of its shares of Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Person, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which notice shall specify the record date for the purposes of such stock share dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i), (ii) or (iiv) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occurNotwithstanding anything in this Rights Agreement to the contrary, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, Date a filing by the registered Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of Common Stock), in accordance with Section 26 hereof, a notice securities of the occurrence Company, including the Rights, for purposes of such event, which shall specify the event this Rights Agreement and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall no other notice need be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesgiven.

Notice of Certain Events. (a) In case the Company shall proposeCompany, at any time on or after the Distribution Date, shall propose to (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic regular cash dividend out of earnings or retained earnings at an annual rate not in excess of: (x) 125% of the Company)annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year, or (iiy) to in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared); or (b) offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or effect any sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale, lease lease, exchange or other transfer or disposition), in one transaction or a series of all related transactions, of more than 50% of the property, assets or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person; or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Preferred Stock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon the Company shall proposeoutstanding shares of the Class, at any time after the Distribution Datewhether in cash, property, stock, or other securities and whether or not a regular cash dividend; (ib) to pay any dividend payable in stock of any class offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any series of the Company’s stock (other securities, rights or options, or than pursuant to contractual pre-emptive rights); (iiic) to effect any reclassification reclassification, reorganization or recapitalization of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to effect any saleliquidate, lease dissolve or other transfer of all or substantially all the Company's assets to any other Person or Persons wind up; and (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (ve) to effect the liquidationCompany’s initial, dissolution or winding up underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Company, Act (the “IPO”); then, in connection with each such caseevent, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a Holder: (1) at least ten (10) days prior written notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the estimated date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the estimated date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (c) and such notice shall be so given (d) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 ten (10) days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, estimated date when the same will take place (and in specifying the case of any such other action, at least 20 days prior to the estimated date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event); and (3)-with respect to the IPO, which shall specify the event and the consequences at least ten (10) days prior written notice of the event estimated date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all 50% or substantially all more of the Company's assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, Right Certificate and to the extent feasible and Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date Record Date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date Record Date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 hereof shall occur, occur then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of the Common Stock), ) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall proposeCompany, at any time on or after the Distribution Date, shall propose to (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic regular cash dividend out of earnings or retained earnings at an annual rate not in excess of: (x) 125% of the Company)annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year, or (iiy) to in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared); or (b) offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or effect any sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale, lease lease, exchange or other transfer or disposition), in one transaction or a series of all related transactions, of more than 50% of the property, assets or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person; or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Preferred Stock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter, but not prior to the Distribution Date, give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date and the Stock Acquisition Date determine (i) to pay any dividend payable in stock of any class to the holders of shares of the Preferred Stock or to make any other distribution to the holders of shares of the Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of shares of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the shares of the Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation consolidation, combination or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, or any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up transaction is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occur, occur then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of the Common Stock), ) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Class, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders file its registration statement in connection therewith. The Company will also provide information requested by Holder from time to time, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. Prior to the IPO, such information may include, but shall not be limited to, the Company’s then-current summary capitalization table, the price per share for which the Company most recently prior thereto sold or issued shares of Rights under Section 11(a)(ii) or Section 13(a) hereofits convertible preferred stock to investors for cash in a bona fide equity financing of the Company, and the Company’s most recent 409A Valuation. Holder agrees to treat and hold all information provided by the Company pursuant to this Warrant in confidence in accordance with the provisions of Section 12.9 of the Loan Agreement (ii) all references regardless of whether the Loan Agreement shall then be in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitieseffect).

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Company’s stock, whether in stock cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to all of any class to the holders of Preferred the outstanding shares of Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred the Common Stock), or ; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any salean its initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Common Stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any, (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon the Company shall proposeoutstanding shares of the Class, at any time after the Distribution Datewhether in cash, property, stock, or other securities and whether or not a regular cash dividend; (ib) to pay any dividend payable in stock of any class offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any series of the Company’s stock (other securities, rights or options, or than pursuant to contractual pre-emptive rights); (iiic) to effect any reclassification reclassification, reorganization or recapitalization of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to effect any saleliquidate, lease dissolve or other transfer of all or substantially all the Company's assets to any other Person or Persons wind up; and (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (ve) to effect the liquidationCompany’s initial, dissolution or winding up underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Company, Act (the “IPO”); then, in connection with each such caseevent, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a Holder: (I) at least ten (10) days prior written notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the estimated date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the estimated date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (c) and such notice shall be so given (d) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 ten (10) days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, estimated date when the same will take place (and in specifying the case of any such other action, at least 20 days prior to the estimated date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event); and (3)-with respect to the 1PO, which shall specify the event and the consequences at least ten (10) days prior written notice of the event estimated date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Class, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders file its registration statement in connection therewith. The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. Holder agrees to treat and hold all information provided by the Company pursuant to this Section 3.2 in confidence in accordance with the provisions of Rights under Section 11(a)(ii) or Section 13(a) hereof, and 12.9 of the Loan Agreement (ii) all references regardless of whether the Loan Agreement is then still in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitieseffect).

Notice of Certain Events. (a) In case the Company shall proposeCompany, at any time on or after the Distribution Date, shall propose to (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings at an annual rate not in excess of: (x) 125% of the Company)annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the cash dividend paid on the Common Stock during such year , or (iiy) to in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared); or (b) offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or effect any sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale, lease lease, exchange or other transfer or disposition), in one transaction or a series of all related transactions, of more than 50% of the property, assets or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person; or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Preferred Stock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a1) In case the Company shall propose, at any time after the Distribution Date, 7 (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b2) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common StockShares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and Class B Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Time propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash periodic dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person assets, cash flow or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) of this Agreement shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Right, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph Section 25(a) hereof to Preferred Stock shall be deemed thereafter to refer also to Common Stock and/or, if appropriate, or other securitiessecurities issuable in respect of the Rights.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock shares of any class to the holders of Preferred Stock its Preference Shares or to make any other distribution to the holders of Preferred Stock its Preference Shares (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of Preferred Stock its Preference Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Preference Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Preference Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockPreference Shares), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on Ordinary Shares payable in Ordinary Shares or to effect a subdivision, combination or consolidation of the Ordinary Shares (by reclassification or otherwise than by payment of dividends in Ordinary Shares), then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividenddividend of shares, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockOrdinary Shares and/or Preference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock Preference Shares for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred StockOrdinary Shares and/or Preference Shares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occur, occur then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), the Ordinary Shares) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Company's stock, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase outstanding shares any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company's stock (other than a reclassification involving only pursuant to contractual preemptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred the Common Stock), or ; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof"IPO"), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Common Stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any, (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder's accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Share Acquisition Date propose (i) to pay any dividend payable in stock shares of any class to the holders of Preferred Stock its Preference Shares or to make any other distribution to the holders of Preferred Stock its Preference Shares (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of Preferred Stock its Preference Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Preference Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Preference Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockPreference Shares in issue), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, Right Certificate and to the extent feasible and Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares and/or Preference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock Preference Shares for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred StockCommon Shares and/or Preference Shares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occur, occur then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Right Certificate and to the Rights Certificate Agent (or if occurring prior to the Distribution Date, the registered holders of the Common Stock), Shares) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Class, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders publicly file its registration statement in connection therewith. The Company will also provide information requested by ▇▇▇▇▇▇ from time to time, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. Prior to the IPO, such information may include, but shall not be limited to, the Company’s then-current summary capitalization table, the price per share for which the Company most recently prior thereto sold or issued shares of Rights under Section 11(a)(ii) or Section 13(a) hereofits convertible preferred stock to investors for cash in a bona fide equity financing of the Company, and the Company’s most recent 409A Valuation. ▇▇▇▇▇▇ agrees to treat and hold all information provided by the Company pursuant to this Warrant in confidence in accordance with the provisions of Section 12.9 of the Loan Agreement (ii) all references regardless of whether the Loan Agreement shall then be in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitieseffect).

Notice of Certain Events. If the Company, prior to an IPO, proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Company’s stock, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase outstanding shares any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred the Common Stock), or ; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Common Stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any, (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall Common Stock will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. With respect to any confidential information that Holder receives under this Warrant, Holder agrees to be bound by the confidentiality provisions contained in Section 12.9 of Rights under Section 11(a)(ii) the Loan Agreement whether or Section 13(a) hereof, and (ii) all references not the Loan Agreement otherwise remains in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitieseffect.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision or split of outstanding shares of Preferred Stock), or (iv) to effect any consolidation consolidation, combination or merger into or with any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof), or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company or any of its Subsidiaries in a transaction that one or more transactions each of which complies with Section 11(o) hereof), ) or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, action which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, combination, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company or the holders of the shares of Convertible Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Common Stock of the Company or the holders of the shares of Convertible Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company or the holders of the shares of Convertible Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over a Section 11(a)(ii) Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible in accordance with Section 26 hereof, a notice of the occurrence of such event, event which notice shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock of the Company shall be deemed thereafter to refer to Class A Common Stock and/or, if appropriate, to other securities. (c) The failure of the Company to give any notice provided for in this Section 25, or any defect therein, shall not (i) relieve the Company of any of its other obligations under this Agreement or (ii) affect the legality or validity of the action for which notice was hereby required.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, propose (i1) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out at a rate not in excess of earnings or retained earnings of the Company$20 per share), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Flip-Over Event, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transferFlip-Over Event, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, Stock whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Upon the occurrence of a Flip-In Event or a Flip-Over Event shall occurEvent, then (i) the Company or Principal Party, as the case may be, shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event thereof to holders of Rights under Section 11(a)(iiSections 11(a) or Section 13(a12(a) hereof, and (ii) all references in as the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiescase may be.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding Common Shares, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase outstanding Common Shares any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stockpursuant to contractual pre-emptive rights), or ; (ivc) to effect any consolidation reclassification, exchange, combination, substitution, reorganization or merger into or with any other Person (other than a wholly owned Subsidiary recapitalization of the Company in a transaction that complies with Section 11(ooutstanding Common Shares; (d) hereof), effect an Acquisition or to liquidate, dissolve or wind up; or (e) effect any salean its initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the shares of Preferred Stockoutstanding Common Shares will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any, (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement or Section 13(a) hereofprospectus, and (ii) all references as applicable, in the preceding paragraph connection therewith. Company will also provide information requested by Holder that is reasonably necessary to Preferred Stock shall be deemed thereafter enable Holder to refer to Common Stock and/or, if appropriate, other securitiescomply with Holder’s accounting or reporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Junior Preferred Stock or to make any other distribution to the holders of its Junior Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Junior Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Junior Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the shares of any class or series of Common Stock payable in the shares of any class or series of Common Stock or to effect a subdivision, combination or consolidation of the shares of any class or series of Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible feasible, and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, reclassification, consolidationsubdivision, mergercombination, sale, lease, transfer, liquidation, dissolution consolidation or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Junior Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occuroccur then, then in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of the Common Stock)) in accordance with Section 26 hereof, to the extent feasible, and to the Rights Agent in accordance with Section 26 hereof, a written notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, ; and (ii) with respect to any event described in Section 11(a)(ii), all references in the preceding paragraph Section 25(a) to Junior Preferred Stock shall be deemed thereafter to refer to Common Stock and/orrefer, if appropriate, to any other securitiessecurities that may be acquired upon exercise of a Right.

Notice of Certain Events. (a) In case the Company shall proposecase, at any time after the Distribution Date, the Company shall propose (ia) to pay any dividend payable in stock of any class to the holders of shares of Preferred Stock or to make any other distribution to the holders of shares of Preferred Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings one hundred and twenty-five percent of the Companyrate of the last periodic cash dividend theretofore paid), or (iib) to offer to the holders of shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than fifty percent of the Company's assets or earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividenddividend or distribution or offering of rights, distribution of rights options or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (ia) or (iib) above above, at least 20 ten calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and and, in the case of any such other action, at least 20 ten calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) shall occur, then (i) then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesRights.

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon the Company shall proposeoutstanding shares of the Class, at any time after the Distribution Datewhether in cash, property, stock, or other securities and whether or not a regular cash dividend; (ib) to pay any dividend payable in stock of any class offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any series of the Company’s stock (other securities, rights or options, or than pursuant to contractual pre-emptive rights); (iiic) to effect any reclassification reclassification, reorganization or recapitalization of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to effect any saleliquidate, lease dissolve or other transfer of all or substantially all the Company's assets to any other Person or Persons wind up; and (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (ve) to effect the liquidationCompany’s initial, dissolution or winding up underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Company, Act (the “IPO”); then, in connection with each such caseevent, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a Holder: (1) at least ten (10) days prior written notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the estimated date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the estimated date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (c) and such notice shall be so given (d) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 ten (10) days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, estimated date when the same will take place (and in specifying the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by estimated_date on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event); and (3)-with respect to the IPO, which shall specify the event and the consequences at least ten (10) days prior written notice of the event estimated date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, , (i) to pay any dividend payable in stock of any class to the holders of Preferred the Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, reclassification or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Common Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13 hereof shall occur, then (i) then, in any such case, the Company shall shall, as soon as practicable thereafter thereafter, give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of the Common Stock), to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section Sections 11(a)(ii) or Section 13(a) and 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Person, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event of the events set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case If the Company shall proposeshall, at any time on or after the Distribution Date, propose (ia) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock its Common Shares, (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of Preferred Stock rights its Common Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights rights, options or optionswarrants, or (iiic) to make any other distribution to the holders of its Common Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockCommon Shares), or (ive) to effect any consolidation or merger into or with with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than a wholly owned Subsidiary of the Company in or a transaction that complies with Section 11(o) hereofWholly-Owned Subsidiary or Wholly-Owned Subsidiaries), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (vf) to effect the liquidation, dissolution or winding up of the CompanyCompany or (g) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(ii) herein, to declare or pay any dividend or other distribution on the Common Shares payable in Common Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision or combination of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of, and record date for the purposes of for, such stock dividend, dividend or such distribution of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, winding up, subdivision or winding up combination is to take place and the date of participation therein by the holders of the shares Common Shares of Preferred Stock, the Company if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b), (c) or (iig) above at least 20 days prior to the record date for determining holders of the shares Common Shares of Preferred Stock the Company, for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares Common Shares of Preferred Stockthe Company, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (bevents set forth in Section 12(a)(ii) In case any Flip-In Event or Flip-Over Event of this Agreement shall occur, then (i) then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 28 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a12(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. In case: (ai) In case the Company shall propose, at declare a dividend (or any time other distribution) on Common Stock that would cause an adjustment to the Conversion Price of the Convertible Debentures pursuant to the terms of any of the subparagraphs above (including such an adjustment that would occur but for the terms of the first sentence of Section 7.3(a)(viii) above); or (ii) the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock or combined into a smaller number of shares of Common Stock; or (iii) the Company shall authorize the granting to the holders of Common Stock generally of rights or warrants (for a period expiring within 45 days after the Distribution Date, (irecord date fixed for a distribution of such rights and warrants) to pay subscribe for or purchase any dividend payable in shares of the Company's capital stock or other capital stock of any class to the holders or of Preferred Stock or to make any other distribution to the holders rights (including any Rights Offerings); or (iv) of Preferred any reclassification of Common Stock (other than a regular quarterly cash dividend out of earnings subdivision or retained earnings combination of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (iv) of any consolidation, merger or share exchange to effect which the Company is a party and for which approval of any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary shareholders of the Company in a transaction that complies with Section 11(o) hereof)is required, or to effect any sale, lease of the sale or other transfer of all or substantially all of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in or a transaction that complies with Section 11(o) hereof), or compulsory share exchange; or (v) to effect of the liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding winding-up of the Company, then, in each such case, ; then the Company shall give (i) if any Trust Preferred Securities are outstanding, cause to each holder be filed with the transfer agent for the Trust Preferred Securities, and shall cause to be mailed to the holders of record of a Rights Certificatethe Trust Preferred Securities, at their last addresses as they shall appear upon the stock transfer books of the Trust or (ii) shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 15 days prior to the extent feasible and in accordance with Section 26 hereofapplicable record or effective date hereinafter specified, a notice stating (A) the date on which a record (if any) is to be taken for the purpose of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of distribution, rights or warrantswarrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined or (B) the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidationshare exchange, dissolution dissolution, liquidation or winding up is expected to take place become effective, and the date as of participation therein by the which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Preferred StockCommon Stock for securities, if any cash or other property deliverable upon such date is reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up (but no failure to be fixed, and mail such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action taken by the Company or the vote upon any required to be specified in such actionnotice). (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings of the CompanyCompany at a rate not in excess of 125% of the rate of the last regular quarterly cash dividend theretofore paid), or (ii) to offer to the holders of Preferred Stock Shares options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockShares), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person assets, cash flow or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Class, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings outstanding shares of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase Class any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company's stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred Stock), or the Class; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof"IPO"), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Class will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder's accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Class A Preferred Stock or Junior Preferred Stock or to make any other distribution to the holders of Class A Preferred Stock or Junior Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Class A Preferred Stock or Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Class A Preferred Stock or Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Class A Preferred Stock or Junior Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Class A Preferred Stock or Junior Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that which complies with Section 11(o) hereofof this Agreement), or to effect any sale, lease lease, exchange or other transfer or disposition (or to permit one or more of all its Subsidiaries to effect any sale, lease, exchange or substantially all other transfer or disposition), in one transaction or a series of related transactions, of more than 50% of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company and/or any of its Subsidiaries in a transaction that one or more transactions each of which complies with Section 11(o) hereofof this Agreement), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof25 of this Agreement, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Class A Preferred Stock or Junior Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Class A Preferred Stock or Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Class A Preferred Stock or Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.; (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) of this Agreement shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof23 of this Agreement, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof13 of this Agreement, and (ii) all references in the preceding paragraph to Junior Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, propose (i) to pay any dividend payable pay able in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or on retained earnings of the CompanyCompany at a rate not in excess of 125% of the rate of the last regular quarterly cash dividend theretofore paid), or (ii) to offer to the holders of Preferred Stock options, rights or warrants war rants to subscribe for or to purchase any additional shares of Preferred Pre ferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification re classification of its the Preferred Stock (other than a reclassification reclass ification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with with, or to ef fect any sale or other Person transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than a wholly owned Subsidiary 50% of the assets, cash flow or earning power of the Company in and its Subsidi aries (taken as a transaction that complies with Section 11(owhole) hereof)to, or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof25 here of, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty days prior to the record date for determining determin ing holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Com mon Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 Sec tion 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Sec tion 11(a)(ii) or Flip-Over Event Section 13(a) of this Agreement shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Right Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof25, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph Section 24(a) hereof to Preferred Stock shall be deemed thereafter to refer also to Common Stock and/or, if appropriate, or other securitiessecurities issuable in respect of the Rights.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Junior Preferred Stock or to make any other distribution to the holders of its Junior Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Junior Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Junior Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the shares of any class or series of Ordinary Shares payable in the shares of any class or series of Ordinary Shares or to effect a subdivision, combination or consolidation of the shares of any class or series of Ordinary Shares (by reclassification or otherwise than by payment of dividends in Ordinary Shares), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible feasible, and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, reclassification, consolidationsubdivision, mergercombination, sale, lease, transfer, liquidation, dissolution consolidation or winding up is to take place and the date of participation therein by the holders of the shares of Ordinary Shares and/or Junior Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Ordinary Shares and/or Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occuroccur then, then in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)the Ordinary Shares) in accordance with Section 26 hereof, to the extent feasible, and to the Rights Agent in accordance with Section 26 hereof, a written notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, ; and (ii) with respect to any event described in Section 11(a)(ii), all references in the preceding paragraph Section 25(a) to Junior Preferred Stock shall be deemed thereafter to refer to Common Stock and/orrefer, if appropriate, to any other securitiessecurities that may be acquired upon exercise of a Right.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Right Certificate and the Rights CertificateAgent, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall proposeIf, at any time after prior to the Distribution Dateexpiration of this Warrant, (i) to pay the Company shall declare any dividend on the Common Stock payable in stock cash or shares of any class to the holders of Preferred Common Stock, Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings capital stock of the Company), ; or (ii) the Company shall authorize the issuance to offer to the all holders of Preferred shares of Common Stock rights of rights, options, or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock Common Stock or of any class or any other securities, subscription rights or options, warrants; or (iii) the Company shall authorize the distribution to effect any reclassification all holders of shares of Common Stock evidences of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), indebtedness or assets; or (iv) to effect the Board of Directors of the Company shall have approved any consolidation or merger into or with to which the Company is a party and for which approval of any other Person (other than a wholly owned Subsidiary stockholders of the Company in a transaction that complies with Section 11(o) hereof)is required, or to effect any sale, sale or lease or other transfer of all or substantially all of the Company's assets to of the Company or any other Person reclassification or Persons change of Common Stock issuable upon exercise of this Warrant (other than a wholly owned Subsidiary change in par value or as a result of the Company in a transaction that complies with Section 11(o) hereofsubdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or (v) to effect the voluntary or involuntary dissolution, liquidation, dissolution or winding up of the Company, then, Company occurs; or (vi) the Company proposes to take any action that would require an adjustment in each such case, the number or kind of securities issuable upon exercise of this Warrant pursuant to this Section 8; then the Company shall give cause to each holder be given to the Holder, at least twenty (20) calendar days prior to the applicable record date specified, or promptly in the case of events for which there is no record date, a written notice stating (A) the date as of which the holders of record of a Rights Certificateshares of Common Stock to be entitled to receive any such dividends, to the extent feasible and in accordance with Section 26 hereofrights, a notice of such proposed actionoptions, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or distribution are to be determined, or (B) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (C) the date on which any such reclassification, consolidation, merger, sale, lease, transferreclassification, change, dissolution, liquidation, dissolution or winding up is expected to take place become effective or consummated, and the date as of participation therein by the which it is expected that holders of the record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter entitled to refer to Common Stock and/orexchange such shares for securities or other property, if appropriateany, other securitiesdeliverable upon such consolidation, merger, sale, transfer, lease, reclassification, change, dissolution, liquidation, or winding up.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, : (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company)Common Stock, or or (ii) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)), or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company and/or any of its Subsidiaries in a transaction that complies one or more transactions each of which and all of which comply with Section 11(o) hereof)), or or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such the proposed action, which shall specify the record date for the purposes of such the stock dividend, distribution of rights or warrants, or the date on which such the reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such the action, and in the case of any such other action, at least 20 days prior to the date of the taking of such the proposed action or the date of participation therein by the holders of the shares of Preferred Common Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Section 11(a)(ii) Event shall occur, then then, in any such case: (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Certificate, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof), and and (ii) all references in the preceding paragraph subsection (a) to Preferred Common Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets ’s assets, cash flow or earning power to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company ------------------------ shall propose, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the - holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or on retained earnings of the CompanyCompany at a rate not in excess of 125% of the rate of the last regular quarterly cash dividend theretofore paid), or (ii) to offer -- to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any --- reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other -- combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person assets, cash flow or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, - in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.the

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Company’s Common Stock, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred the outstanding shares of Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred the Common Stock), or ; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to effect any saleliquidate, lease dissolve or other transfer of all or substantially all wind up the Company's assets ; or (e) effect an its initial, underwritten offering and sale of its securities to any other Person or Persons the public pursuant to an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Common Stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any, (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Time propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash periodic dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person assets, cash flow or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) of this Agreement shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior Right, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph Section 25(a) hereof to Preferred Stock shall be deemed thereafter to refer also to Common Stock and/or, if appropriate, or other securitiessecurities issuable in respect of the Rights.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Date determine (i) to pay any dividend payable in stock of any class to the holders of shares of the Preferred Stock or to make any other distribution to the holders of shares of the Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of shares of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the shares of the Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation consolidation, combination or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, or any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up transaction is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event event described in Section 11(a)(ii) or Flip-Over Event Section 13 shall occur, occur then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Right Certificate (or if occurring prior to the Distribution Date, the registered holders of the Common Stock), ) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or and Section 13(a) 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall proposeIf, at any time after the Distribution Date, the Company proposes (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivii) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of assets or earning power (including without limitation securities creating any obligation on the Company's part of the Company and/or any of its Subsidiaries) representing more than 50% of the assets and earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons (other than a the Company or one or more of its wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Subsidiaries, or (viii) to effect the liquidation, dissolution or winding up of the Company, or (iv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or reclassification of the Common Shares then, in each such case, the Company shall will give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, and the Right Agent, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares, as applicable, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (iiiv) above above, at least 20 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares, as applicable, for purposes of such action, and and, in the case of any such other action, at least 20 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred StockCommon Shares, as applicable, whichever shall be is the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In in Event or Flip-Over Event shall occuroccurs, then (i) then, in any such case, the Company shall will as soon as practicable thereafter give to the Rights Agent and each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify specifies the event and the consequences of the event to holders of Rights (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of any Rights under Section 11(a)(ii) or Section 13(a) hereofof any Common Shares for purposes of this Agreement, and (ii) all references in but shall not constitute sufficient notice to the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesRights Agent.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the earlier to occur of a Distribution Date or a Share Acquisition Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Junior Preferred Stock or to make any other distribution to the holders of its Junior Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of its Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional shares Units of Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Junior Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Junior Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)), or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, or any other Person, (v) to effect the liquidation, dissolution or winding up of the CompanyCompany or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which action that shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Junior Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 ten days prior to the record date for determining holders of the shares of Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any a Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof). In the event any Person becomes an Acquiring Person, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesCompany will promptly notify the Rights Agent upon obtaining knowledge thereof.

Notice of Certain Events. (a) In case the Company shall proposeIf, at any time after the Distribution Date, the Company proposes (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivii) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of assets or earning power (including without limitation securities creating any obligation on the Company's part of the Company and/or any of its Subsidiaries) representing more than 50% of the assets and earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons (other than a the Company or one or more of its wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Subsidiaries, or (viii) to effect the liquidation, dissolution or winding up of the Company, or (iv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or reclassification of the Common Shares then, in each such case, the Company shall will give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, and the Right Agent, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares, as applicable, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (iiiv) above above, at least 20 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares, as applicable, for purposes of such action, and and, in the case of any such other action, at least 20 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred StockCommon Shares, as applicable, whichever shall be is the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Triggering Event or Flip-Over Event shall occuroccurs, then (i) then, in any such case, the Company shall will as soon as practicable thereafter give to the Rights Agent and each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify specifies the event and the consequences of the event to holders of Rights (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of any Rights under Section 11(a)(ii) or Section 13(a) hereofof any Common Shares for purposes of this Agreement, and (ii) all references in but shall not constitute sufficient notice to the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesRights Agent.

Notice of Certain Events. If: (ai) In case the Company shall proposedeclare any ------------------------ dividend or distribution upon its stock, at any time after whether in cash, property, stock or other securities; (ii) the Distribution Date, (i) to pay any dividend payable in stock of any class Company shall offer for subscription prorata to the holders of any class of its Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase convertible stock any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or rights; (iii) to effect there shall be any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or Merger Event; (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), there shall be an initial public offering; or (v) to effect the liquidationthere shall be any voluntary dissolution, dissolution liquidation or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give to each holder of record of a Rights Certificate, send to the extent feasible and in accordance with Section 26 hereof, a Warrantholder: (A) at least twenty (20) days' prior written notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which the books of the Company shall close or a record shall be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and subscription rights (specifying the date of participation therein by on which the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice Stock shall be so given in the case of any action covered by clause (ientitled thereto) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes rights to vote in respect of such actionMerger Event, and dissolution, liquidation or winding up; (B) in the case of any such other actionMerger Event, dissolution, liquidation or winding up, at least 20 twenty (20) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior to the date Company's reasonable estimate of the taking of effective date thereof. Each such proposed action or the date of participation therein by the holders of the shares of Preferred Stockwritten notice shall set forth, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occurin reasonable detail, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate event, (or if occurring prior to ii) the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice amount of the occurrence of adjustment, if any, (iii) the method by which such eventadjustment, which shall specify if any, was calculated, (iv) the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereofExercise Price, and (iiv) all references in the preceding paragraph number of shares subject to Preferred Stock purchase hereunder after giving effect to any such adjustment, and shall be deemed thereafter given by first class mail, postage prepaid, addressed to refer to Common Stock and/orthe Warrantholder, if appropriate, other securitiesat the address as shown on the books of the Company.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all 50% or substantially all more of the Company's assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.. Active 38182663.6 39 (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding shares of the Company’s stock, whether in stock of any class cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase outstanding shares any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification series of its Preferred Stock the Company’s stock (other than a reclassification involving only pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the subdivision of outstanding shares of Preferred the Common Stock), or ; (ivd) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), an Acquisition or to liquidate, dissolve or wind up; or (e) effect any saleits initial, lease or other transfer underwritten offering and sale of all or substantially all its securities to the Company's assets public pursuant to any other Person or Persons an effective registration statement under the Act (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof“IPO”), or (v) to effect the liquidation, dissolution or winding up of the Company, ; then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (b) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of such proposed action, which shall specify the record earlier to occur of the effective date for the purposes of such stock dividend, distribution of rights or warrants, thereof or the date on which a record will be taken for such reclassificationdividend, consolidationdistribution, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the outstanding shares of Preferred Stockthe Common Stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any, (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of the outstanding shares of Preferred Stock, whichever shall the Class will be entitled to exchange their shares for the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with ▇▇▇▇▇▇’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date, Date or the Stock Acquisition Time propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash periodic dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of more than 50% of the Company's assets to any other Person assets, cash flow or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right and the Rights CertificateAgent, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event of the events set forth in Section 11(a)(ii) or Flip-Over Event Section 13(a) hereof shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each registered holder of a Right and the Rights Certificate (or if occurring prior Agent, to the Distribution Date, the registered holders of Common Stock), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.,

Notice of Certain Events. (a) In case If the Company shall proposeshall, at any time on or after the Distribution Date, propose (ia) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or Shares, (b) to make any other distribution distribute to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockShares), or (ive) to effect any consolidation or merger into or with with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than a wholly owned Subsidiary of the Company in or a transaction that complies with Section 11(o) hereofWholly- Owned Subsidiary or Wholly-Owned Subsidiaries), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (vf) to effect the liquidation, dissolution or winding up of the CompanyCompany or (g) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(ii) herein, to declare or pay any dividend or other distribution on the Common Shares payable in Common Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision or combination of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of the Company of, and record date for the purposes of for, such stock dividend, dividend or such distribution of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, winding up, subdivision or winding up combination is to take place and the date of participation therein by the holders of the shares Common Shares of the Company or the Preferred StockShares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least 20 days prior to the record date for determining holders of the shares Preferred Shares or of Preferred Stock the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders If any of the shares events set forth in Section 12(a)(ii) of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event Agreement shall occur, then (i) then, in any such case, the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 28 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a12(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), dividend) or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockStock or the Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock or the Common Shares for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred StockCommon Shares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event the event set forth in Section 11(a)(ii) of this Agreement shall occur, then (i) then, in any such case, the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereofCompany), or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one transaction or a series of related transactions, of more than 50% of the Company's assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereofand/or any of its Subsidiaries), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. In case: (a) In case the Company Issuer shall propose, at declare a dividend (or any time after the Distribution Date, (iother distribution) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any (other distribution than cash dividends); (b) the Issuer shall authorize the granting to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings rights, warrants or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants options to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or of any other securities, rights or options, or rights; (iiic) to effect the Issuer shall authorize any reclassification or change of the Common Stock (including a subdivision or combination of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (iv) to effect any consolidation or merger into or with to which the Issuer is a party and for which approval by any other Person (other than a wholly owned Subsidiary stockholders of the Company in a transaction that complies with Section 11(o) hereof)Issuer is required, or to effect any sale, lease the sale or other transfer conveyance of all or substantially all the Company's assets to any other Person property or Persons (other than a wholly owned Subsidiary business of the Company in a transaction that complies with Section 11(oIssuer; (d) hereof)there shall be proposed any voluntary or involuntary dissolution, liquidation or (v) to effect the liquidation, dissolution or winding winding-up of the Company, Issuer; or (e) the Issuer or any of its Subsidiaries shall complete an Offer; then, the Issuer shall cause to be filed at the office or agency maintained as provided in each such caseSection 3.2 hereof, the Company and shall give cause to be mailed to each holder Holder of record Securities, at such Holder's address as it shall appear on the registry books of a Rights Certificatethe Issuer, to at least 20 days before the extent feasible and date hereinafter specified (or the earlier of the dates hereinafter specified, in accordance with Section 26 hereofthe event that more than one date is specified), a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or stating the date on which (1) a record is expected to be taken for the purpose of such dividend, distribution, rights, warrants or options or Offer, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options or to participate in such Offer are to be determined, or (2) such reclassification, change, consolidation, merger, sale, leaseconveyance, transferdissolution, liquidation, dissolution liquidation or winding winding-up is expected to take place become effective and the date of participation therein by the holders of the shares of Preferred Stockdate, if any such date is to be fixed, and such notice shall be so given in the case as of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered which it is expected that holders of Common Stock), in accordance with Section 26 hereof, a notice Stock of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock record shall be deemed thereafter entitled to refer to exchange their shares of Common Stock and/orfor securities or other property deliverable upon such reclassification, if appropriatechange, other securitiesconsolidation, merger, sale, conveyance, dissolution, liquidation or winding-up.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, , (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. If the Company proposes at any time to: (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay declare any dividend payable or distribution upon the outstanding common stock, whether in cash, property, units, or other securities and whether or not a regular or periodic cash dividend or distribution (other than a distribution of cash upon the outstanding common stock made solely for the purpose of any class permitting the holders thereof to satisfy their respective federal and state tax obligations in respect of the taxable income of the Company); (b) offer for subscription or sale pro rata to the holders of Preferred Stock the outstanding common stock any additional Company shares of any type, class, series or to make any other distribution to the holders of Preferred Stock designation (other than pursuant to contractual pre-emptive rights); (c) issue or proposed to issue any Common Stock or Common Stock Equivalent at a regular quarterly cash dividend out of earnings price below the Warrant Price then in effect; (d) effect any reclassification, exchange, combination, substitution, reorganization or retained earnings recapitalization of the Company), or outstanding common stock; (iie) to offer to the holders of Preferred Stock rights or warrants to subscribe for effect an Acquisition or to purchase any additional shares of Preferred Stock liquidate, dissolve or shares of stock of any class or any other securitieswind up; or (f) effect an initial, rights or options, or (iii) to effect any reclassification underwritten public offering and sale of its Preferred Stock shares pursuant to an effective registration statement under the Act (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock“IPO”), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in connection with each such caseevent, the Company shall give Holder: (1) in the case of the matters referred to each holder of record of a Rights Certificatein (a) and (c) above, to the extent feasible and in accordance with Section 26 hereof, a at least seven (7) Business Days prior written notice of the earlier to occur of the effective date thereof or on which a record will be taken for such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrantsdistribution, or subscription rights (and specifying the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stockoutstanding common stock will be entitled thereto) or for determining rights to vote, if any such date is to be fixed, and such notice shall be so given any; (2) in the case of any action covered by clause the matters referred to in (id) or and (iie) above at least 20 days seven (7) Business Days prior to the record date for determining holders written notice of the shares of Preferred Stock for purposes of such action, date when the same will take place (and in the case of any such other action, at least 20 days prior to specifying the date of the taking of such proposed action or the date of participation therein by on which the holders of outstanding common stock will be entitled to exchange their common stock for the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 securities or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote other property deliverable upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and such reasonable information as Holder may reasonably require regarding the consequences treatment of this Warrant in connection with such event giving rise to the notice); and (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the event date on which the Company proposes to holders of Rights under Section 11(a)(ii) file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with ▇▇▇▇▇▇’s accounting or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesreporting requirements.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary earning power of the Company in and its Subsidiaries (taken as a transaction that complies with Section 11(owhole) hereof)to, or any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereofhereof (or, in the case of the Rights Agent, in such other form as reasonably determined by the Company so as to ensure that the Rights Agent has actual knowledge of such notice), a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (ba) In case any Flip-In Event or Flip-Over Event the event set forth in Section 11(a)(ii) hereof shall occur, then (i) the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereofhereof (or, in the case of the Rights Agent, in such other form as reasonably determined by the Company so as to ensure that the Rights Agent has actual knowledge of such notice), a notice of the occurrence of such event, which notice shall specify the describe such event and the consequences of the such event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section SECTION 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section SECTION 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section SECTION 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section SECTION 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section SECTION 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section SECTION 11(a)(ii) or Section SECTION 13(a) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall proposeIf, at any time after the Distribution Date, the Company proposes (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights Common Shares or Warrants rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares, Warrants or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivii) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)with, or to effect any sale, lease sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of assets or earning power (including without limitation securities creating any obligation on the Company's part of the Company and/or any of its Subsidiaries) representing more than 50% of the assets and earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons (other than a the Company or one or more of its wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof)Subsidiaries, or (viii) to effect the liquidation, dissolution or winding up of the Company, or (iv) to declare or pay any dividend on the Common Shares or Warrants payable in Common Shares or Warrants or to effect a subdivision, combination or reclassification of the Common Shares or Warrants then, in each such case, the Company shall will give to each holder of record of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, and the Right Agent, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares or Warrants, as applicable, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (iiiv) above above, at least 20 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares or Warrants, as applicable, for purposes of such action, and and, in the case of any such other action, at least 20 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred StockCommon Shares or Warrants, as applicable, whichever shall be is the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Flip-In Triggering Event or Flip-Over Event shall occuroccurs, then (i) then, in any such case, the Company shall will as soon as practicable thereafter give to the Rights Agent and each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock)Right Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify specifies the event and the consequences of the event to holders of Rights. (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of any Rights under Section 11(a)(ii) or Section 13(a) hereofof any Common Shares or Warrants for purposes of this Agreement, and (ii) all references in but shall not constitute sufficient notice to the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securitiesRights Agent.