8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 16, 2013

PIKSEL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34437	11-3447894
(Commission File Number)	(IRS Employer Identification No.)
26 West 17th Street 2nd Floor
New York, New York	10011
(Address of Principal Executive Offices)	(Zip Code)

(646) 553-4845

(Registrant’s Telephone Number, Including Area Code)

KIT DIGITAL, INC.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

As previously disclosed, on April 25, 2013, KIT digital, Inc. (the “Company”) filed a voluntary petition for reorganization (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The chapter 11 case has been assigned to the Honorable Judge Robert E. Gerber and is being administered under the caption “In re KIT digital, Inc.,” Case No. 13-11298 (REG).

On August 7, 2013, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Company’s Third Amended Plan of Reorganization, dated August 6, 2013 (the “Plan”). Capitalized terms used in this report shall have the same meaning as provided for under the Plan. Copies of the Confirmation Order and the Plan were included as Exhibits 99.1 and 2.1, respectively, to the Company’s Current Report on Form 8-K filed on August 14, 2013 (the “Confirmation Current Report”) and are incorporated by reference herein.

On August 16, 2013 (the “Effective Date”), the Company substantially consummated its reorganization through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms. The Company filed a notice of the occurrence of the Effective Date with the Bankruptcy Court on the same date. In addition, the Company’s name changed to Piksel, Inc. on the Effective Date. References to the “Company” as used below shall mean KIT digital, Inc. prior to the Effective Date and Piksel, Inc. on and after the Effective Date.

Item 1.01 – Entry into a Material Definitive Agreement.

Pursuant to and in accordance with the Plan, the Company entered into the following material agreements:

Warrant Agreement

As of August 19, 2013, the Company entered into a Warrant Agreement (the “Warrant Agreement”) with Continental Stock Transfer & Trust Company, as warrant agent.  Pursuant to the Warrant Agreement, the Company issued one (1) warrant (each, an “Reorganized KDI Warrant” and, collectively, the “Reorganized KDI Warrants”) for each outstanding share of KDI Common Stock held as of August 5, 2013. Each Reorganized KDI Warrant is exercisable for one share of Series A-2 Common Stock of the Company at an exercise price equal to $0.205 per share. The Reorganized KDI Warrants may be exercised at any time prior to 5:00 p.m. New York City time on September 18, 2013 (the “Expiration Date”).  To the extent that a registered holder of a Reorganized KDI Warrant (other than any member of the Plan Sponsor Group) exercises a Reorganized KDI Warrant in full in accordance with the Warrant Agreement and the terms of his, her or its Reorganized KDI Warrant (an “Electing Holder”), such Electing Holder shall have the right, but not the obligation, to elect to exercise its pro rata share of Reorganized KDI Warrants not exercised by the Expiration Date (subject to certain limitations set forth in the Warrant Agreement). The Reorganized KDI Warrants, and all rights under the Reorganized KDI Warrants, are non-transferable.

The above summary of the material terms of the Warrant Agreement does not purport to be complete, is qualified in its entirety by reference to the text of the Warrant Agreement, a copy of which is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

Litigation Warrant Agreement

As of August 19, 2013, the Company entered into a Litigation Warrant Agreement (the “Litigation Warrant Agreement”) with Continental Stock Transfer & Trust Company, as warrant agent.  To the extent that any Allowed Subordinated Claims are not satisfied in full from Available Cash, on the Effective Date or on such later date when the Subordinated Claim is Allowed, under the terms of the Plan, the Company shall issue to holders of Allowed Subordinated Claims one warrant (each, a “Litigation Warrant” and, collectively, the “Litigation Warrants”), in accordance with the Litigation Warrant Agreement, for each $1.00 of Allowed Subordinated Claim that is not satisfied from Available Cash. The Litigation Warrants shall be on the same terms as the Warrants, including the exercise price ($0.205 per share), the thirty (30)-day exercise period (which will run from the date the applicable Litigation Warrant is issued), and the requirement that each holder of Litigation Warrants must exercise all Litigation Warrants received in full. However, there are no oversubscription rights with respect to the Litigation Warrants. The Litigation Warrants, and all rights under the Litigation Warrants, are non-transferable. The issuance of Series A-2 Common Stock of the Company upon the exercise of Litigation Warrants will only dilute then current outstanding shares of Series A-2 Common Stock.

The above summary of the material terms of the Litigation Warrant Agreement does not purport to be complete, is qualified in its entirety by reference to the text of the Litigation Warrant Agreement, a copy of which is included as Exhibit 4.2 to this Current Report and is incorporated herein by reference.

WTI Warrants

The Company issued WTI Warrants on the Effective Date to WTI. Each WTI Warrant is exercisable into a number of shares of Series A-1 Common Stock at an exercise price of $1.098 per share. The WTI Warrants may be exercised at any time on or before 5:00 p.m. Pacific time on August 16, 2023.  The per share exercise price of the WTI Warrants will be appropriately adjusted for stock splits, stock dividends and similar events and will be subject to anti-dilution protection (which may increase or decrease the exercise price per share and the number of shares issuable under each warrant), including in connection with the issuance of any Series A-2 Common Stock pursuant to the exercise of Litigation Warrants.   The WTI Warrants (and the shares of Series A-1 Common Stock into which such WTI Warrants are exercisable into) are subject to certain transfer restrictions, as set forth in the WTI Warrants. The WTI Warrants also provide that the Company shall make a holder of such WTI Warrants, with respect the underlying shares of Series A-1 Common Stock, a party to the next registration rights agreement that the Company enters into with any of its security holders after the Effective Date, with the same registration rights on the same terms that the Company provides to such other security holders.

The above summary of the material terms of the WTI Warrants does not purport to be complete, is qualified in its entirety by reference to the text of the WTI Warrants, a copy of the form of WTI Warrant which is included as Exhibit 4.3 to this Current Report and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Equity Interests

On the Effective Date, all Interests in the Company (i.e., KDI Common Stock), including, without limitation, any and all options or rights to exercise warrants or options or to otherwise acquire any KDI Common Stock or any other Interest in the Company were canceled and deemed terminated and of no force and effect and any certificates that previously evidenced ownership of those Interests were deemed canceled (all without further action by any person or the Bankruptcy Court) and are null and void, and such certificates shall evidence no rights or interests in the Company for the cancellation of such.

On the Effective Date, the DIP Facility and the WTI loan facilities were extinguished and canceled, and, in exchange therefore, the DIP Facility Lender and the WTI lenders each received shares of Series A-1 Common Stock, respectively, as is further described below.

Item 3.02 – Unregistered Sales of Equity Securities.

On the Effective Date, the Company issued four (4) different types of securities: (i) Series A-1 Common Stock, (ii) Class B Common Stock, (iii) the Reorganized KDI Warrants, exercisable in accordance with their terms, as described herein, for shares of Series A-2 Common Stock, and (iv) WTI Warrants, exercisable in accordance with their terms, as described herein, for shares of Series A-1 Common Stock. The securities issued on the Effective Date (including the underlying shares of the Reorganized KDI Warrants), were issued, in accordance with the Plan and the Confirmation Order pursuant to either Section 1145 of the Bankruptcy Code or Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Section 1145 of the Bankruptcy Code provides that the offer and sale of securities under a plan of reorganization are exempt from registration under Section 5 of the Securities Act and state and local laws if three principal requirements are satisfied:

· the securities must be issued under a plan of reorganization by the debtor, its successor under a plan or an affiliate participating in a joint plan of reorganization with the debtor;

· the recipients of the securities must hold a claim against, an interest in, or a claim for administrative expense in the case concerning the debtor or such affiliate; and

· the securities must be issued either (i) in exchange for the recipient’s claim against, interest in or claim for administrative expense in the case concerning the debtor or such affiliate or (ii) ”principally” in such exchange and “partly” for cash or property.

Section 4(2) of the Securities Act exempts the offer and sale of securities from registration under Section 5 of the Securities Act if such offer and sale do not involve a public offering.

On the Effective Date, the Company issued (i) 20,256,189 shares of Series A-1 Common Stock, 61,054,157 Reorganized KDI Warrants (exercisable in accordance with the terms thereof into shares of Series A-2 Common Stock) and WTI Warrants exercisable into 1,366,120 shares of Series A-1 Common Stock in accordance with the terms thereof, each of the foregoing were issued pursuant to the Plan, the Confirmation Order and applicable law in reliance on Section 1145 of the Bankruptcy Code, exempting such securities from the registration requirements of the Securities Act, and (ii) 122,108,314 shares of Class B Common Stock in reliance on Section 4(2) of the Securities Act, exempting such securities from the registration requirements of the Securities Act.

Item 3.03 – Material Modification to Rights of Security Holders.

The information regarding the termination of certain material agreements of the Company as set forth in Item 1.02 of this Current Report and the amendments to the Company’s certificate of incorporation and bylaws as set forth in Item 5.06 of this Current Report are incorporated by reference in this Item 3.03.

Holders of Reorganized KDI Warrants should be aware that the Company intends to seek to deregister its securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable and permitted under the Exchange Act.  Termination of the registration of the Company’s securities under the Securities Exchange Act would substantially reduce the information required to be furnished by the Company to its shareholders and to the Securities and Exchange Commission (“SEC”) and would make certain provisions of the Exchange Act, such as the requirement to file annual and quarterly reports and proxy statements, inapplicable to the Company.  The Company does not currently intend to provide shareholders with annual financial statements following suspension of its reporting obligations under the Exchange Act.  Any information that the Company does decide to provide to its shareholders will not be as detailed or extensive as the information that KIT digital, Inc. has been required to file with the SEC or has provided to its shareholders in the past.  Following their issuance, none of the securities to be issued by the Company under the Plan will trade on any exchange and the Company does not intend to take steps to list such securities on any exchange.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

As of the Effective Date and pursuant to the Plan, Messrs. Peter Heiland, Seth Hamot, Greg Petersen and Bill Russell, all of the directors immediately prior to the Effective Date, became directors of the reorganized Company as noted below.

Election of Directors

On the Effective Date and pursuant to the Plan, five (5) persons were selected to serve on the board of directors of the Company, consisting of the following designations: (i) three (3) directors designated by the Plan Support Group, (ii) one (1) independent director to be selected by the Plan Sponsor Group, and (iii) one (1) director to be the Chief Executive Officer of the Company. The directors will serve in accordance with the applicable constituent documents on the Company. Committee membership for the newly selected directors has not yet been determined at the date of this disclosure.

The following five (5) persons have been selected to serve on board of directors of the Company as of the Effective Date:

· K. Peter Heiland (selected as Chief Executive Officer of the Company), age 51, was a member of the Company’s Board prior to the Effective Date and has served as the Company’s Interim Chief Executive Officer since August 28, 2012. He is a Managing Director of JEC Capital Partners, LLC (“JEC Capital Partners”), a technology focused investment firm that was founded in 2009. JEC Capital Partners has been an investor in several private and public technology companies, recently leading the recovery of shareholder value in Miranda Technologies. JEC Capital Partners was also a significant shareholder of GSI Group Inc., participating in the statutory Equity Committee during GSI Group’s Chapter 11 process and engineering its recapitalization, with Mr. Heiland remaining active as a board member in the reorganized company from July 2010 to February 2012. Prior to founding JEC Capital Partners, Mr. Heiland was the founder and Chief Executive Officer of Integrated Dynamics Engineering (“IDE”), from 1990 to 2008. IDE designs, manufactures and sells environmental control systems, robotics and motion control systems for semiconductor metrology and lithography equipment. In January 2008, IDE was acquired by Aalberts Industries. Mr. Heiland received a degree in mechanical engineering from the University of Wiesbaden for Applied Sciences in Germany.

· Seth W. Hamot, age 51, was a member of the Company’s Board prior to the Effective Date and served as a member of the Board’s Audit Committee, Compensation Committee and Nominations and Corporate Governance Committee. He is the Managing Member of Roark, Rearden & Hamot LLC, the general partner of Costa Brava Partnership III L.P., an investment fund that typically focuses on companies neglected by research analysts and with enterprise values ranging from $100 million to $1 billion. The fund invests in balance sheet restructurings, financially or operationally distressed issuers, securities of bankruptcies and liquidations, and securities of companies facing complicated legal issues. Mr. Hamot currently serves as the Chairman of the Board and chairman of the nominating and corporate governance committee of each of Spy, Inc., a designer and distributor of premium sunglasses and goggles sold internationally, and ISC8, Inc., a corporation engaged in the design, development, manufacture and sale of cutting-edge internet security systems and 3D stacked microchips for defense, security and commercial applications. Previously, Mr. Hamot served as Chairman of the Board of Bradley Pharmaceuticals, a specialty pharmaceutical company with products focused on the dermatology and gastroenterology markets, until that company was sold in February 2008. Mr. Hamot was also the Chairman of the Board of TechTeam Global, Inc., a leading provider of IT outsourcing and business process outsourcing services to large and medium businesses, as well as government organizations, until December 2010, when TechTeam was sold to Stefanini IT Solutions. Mr. Hamot also served as a director of CCA Industries, Inc. from July 2007 until December 2009, and has served as a director of distressed companies and on both official and ad hoc creditor committees. Mr. Hamot has a degree in economics from Princeton University.

· Bill Russell, age 61, was a member of the Company’s Board prior to the Effective Date and is currently the non-executive Chairman of PROS Holdings, Inc., Saba Software, Inc. and the Company. In addition, he currently serves on the Board of several other private companies. Mr. Russell is a veteran technology industry leader with 23 years in executive management at Hewlett-Packard, including as General Manager of its Enterprise Systems and Software Solutions groups. He also has extensive prior experience serving on the boards of other public and private technology companies, including those of webMethods, and Cognos. Mr. Russell holds a B.Sc. degree in Computer Science from Edinburgh University and has completed several executive development programs from institutions including Harvard Business School and INSEAD.

· Duminda M. DeSilva, age 45, has been a Managing Director at Prescott Group Capital Management, a registered investment advisory firm, since 2005. Previously, Mr. DeSilva was President and Chief Operating Officer of WTI Inc., a technology company providing asset management for the petrochemical industry, from 2001 to 2005. Prior thereto, Mr. DeSilva served as General Manager & Senior Vice President of Dean & Deluca, from 1998 to 2001, and before that in a variety of positions at Koch Industries, Inc. from 1991 to 1998. Mr. DeSilva is currently on the Boards of 4Licensing Corporation, Chair of its Compensation Committee, and Pinwrest Development Group. Mr. DeSilva has consulted for government agencies as well as private sector companies and served on the boards of several non-profit firms. Mr. DeSilva is a graduate of the University of Kansas and the Strategic Management Program at Harvard University.

· Greg B. Petersen, age 50, was a director of the Company prior to the Effective Date and served as the Chairman of the Board of Director’s Audit Committee. He is currently a private investor and currently serves as a director and member of the audit committee of PROS Holdings, Inc. and as a director of Diligent Board Member Services Inc. (a publicly traded company in New Zealand). Mr. Petersen has an extensive background as a technology company chief financial officer, and significant M&A experience. He has been the Executive Vice President and Chief Financial Officer of several technology companies including Activant Solutions, an enterprise software provider to the automotive, hardware, lumber and wholesale verticals, and Lombardi Software, a business process management software company recently sold to IBM. Mr. Petersen started his career after business school at American Airlines where he worked in corporate development and finance from 1989 to 1997. Mr. Petersen holds a B.A. degree in Economics from Boston College and an M.B.A. from the Fuqua School of Business at Duke University.

Appointment of Officers

On the Effective Date and pursuant to the Plan, the following persons were appointed as officers of the Company:

· K. Peter Heiland, Interim Chief Executive Officer. See above biography under “Item 5.02 – Election of Directors.”

· Fabrice Hamaide, age 47, was the Chief Financial Officer and principle account officer of the Company and will hold the same positions at the Company. Mr. Hamaide has extensive experience with high-growth, NASDAQ-listed technology companies. He most recently served as Chief Financial Officer of ATARI (formerly known as Infogrames), the global entertainment software developer, from 2008 through 2010. During his tenure there, Mr. Hamaide developed and executed a restructuring and turnaround plan for the business, resulting in a rapid return to positive cash flow and profitability. Prior to ATARI, from 2005 to 2008, Mr. Hamaide was the Chief Financial Officer of Parrot SA, European maker of wireless hardware and software for the mobile communications industry. Mr. Hamaide has also held executive and strategic positions at Talkway Communications, Logitech, and Ernst & Young.

Mr. Hamaide holds a bachelor’s degree in Mathematics from the University of Jussieu, a master’s degree in Information Systems Design from Sorbonne University, and an MBA from Columbia University with a specialty in Finance and Organizational Management.

· Kevin Joyce, age 47, was the Chief Commercial Officer of the Company and will hold the same position at the Company. Mr. Joyce is responsible for all customer-facing personnel and activity including sales, marketing, client delivery and partnerships for the Company worldwide. He has more than twenty-five years of experience in executive management, sales, and marketing, specializing in the media and graphic arts industries. Prior to joining the Company, from July 2010 to December 2012, Mr. Joyce was with Miranda Technologies (“Miranda”), a leading provider of hardware and software solutions for the television broadcast, cable, satellite and IPTV industry, where he served as the Chief Sales & Marketing Officer focused on transforming Miranda from hardware products to software solutions. Miranda was purchased by the Belden Corporation in July 2012. From January 2005 to July 2010, Mr. Joyce served in several executive positions for Eastman Kodak (“Kodak”), including Chief Marketing Officer of Kodak Graphic Communications Group and Managing Director, United States & Canada. Kodak’s Board of Directors elected him a corporate vice president in December 2007. Mr. Joyce is also a published author on the integration of the sales and marketing functions, as well as a featured speaker at such events as The CMO Summit, Corporate Visions Conference, the Aprimo Accenture: Marketing Operations Excellence Forum, Revenue 50 and Advertising Week.

Mr. Joyce has a B.A. in history from Saint Michael’s College and an Executive MBA from Harvard Business School.

· Ralf Tillmann, age 51, was the Chief Strategy Officer of the Company and will hold the same position at the Company. In this role, Mr. Tillmann is responsible for shaping its global go-to-market strategy, long-term platform and product strategy and supporting the regional commercial and delivery teams in developing the Company’s software and services business.  Mr. Tillmann joined the Company in September 2012 and brings over fifteen years of experience in integration, adaptation and business reconstruction.  Prior to joining the Company, he was General Manager/Executive Vice President of Integrated Dynamics Engineering (“IDE”), a designer and manufacturer of environmental control systems, robotics and motion control systems for the semiconductor industry. Until December 2000, Mr. Tillmann was the General Manager in Mannheim, Germany for VEECO Instruments Metrology Group Europe (“VEECO”), a global leader in process equipment solutions for data storage, LED, solar and other advanced manufacturers.  He started the Mannheim office as the European Center for Digital Instruments (“DI”), a manufacturer of metrology equipment. DI merged with VEECO in 1998. 

Mr. Tillmann earned a degree in physics and was awarded a doctorate in biophysics by the Technical University of Munich, Germany.

· Mark Christie, age 42, was the Chief Technology Officer of the Company and will hold the same position at the Company. As Chief Technology Officer, Mr. Christie is responsible for the Company’s client solutions, including product strategy, management, innovation and engineering. Additionally, he is responsible for the Company’s product technology for both Cloud (OVP) and Cosmos (OTT).

Mr. Christie joined the Company in April 2011, after its acquisition of ioko. He was the joint Chief Executive Officer and co-founder of ioko, growing the company over fifteen years from a UK-based business with two employees to an international business with a staff of more than 350.

He has an MEng degree in electronic systems engineering from the University of York, England.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Effective Date and pursuant to the Plan, the Company filed an amended and restated certificate of incorporation with the Division of Corporations in the Department of State of the State of Delaware (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation provided for the following material amendments to the Company’s Certificate of Information in effect immediately prior to the Effective Date:

Amended and Restated Certificate of Incorporation

Corporate Name

As of the Effective Date, the Company’s name is Piksel, Inc.

Capitalization

The Company has the authority to issue 1,051,000,000 shares, consisting of: (1) 900,000,000 shares of Class A Common Stock, par value $0.0001 per share, which shall be comprised of (i) 500,000,000 shares of Series A-1 Common Stock and (ii) 400,000,000 shares of Series A-2 Common Stock; (2) 150,000,000 shares of Class B Common Stock, par value $0.0001 per share; and (3) 1,000,000 shares of preferred stock, par value $0.0001 per share.

As described in Item 3.02 of this Current Report, on the Effective Date, the Company issued 20,256,189 shares of Series A-1 Common Stock, 122,108,314 shares of Class B Common Stock, 61,054,157 Reorganized KDI Warrants (exercisable into the same number of shares of Series A-2 Common Stock at an exercise price of $0.205 per share) and WTI Warrants exercisable into 1,366,120 shares of Series A-1 Common Stock at an exercise price of $1.098 per share.

Restrictions on Transfer of Shares

The Amended and Restated Certificate of Incorporation provides that the acquisition and transfer of Common Stock of the Company can be subject to restrictions. The Amended and Restated Certificate of Incorporation generally states that if a holder of Common Stock (including a holder of Series A-2 Common Stock received pursuant to the exercise of a Reorganized KDI Warrant or Litigation Warrant) (i) acquires more than 5% of the Common Stock of the Company or (ii) is the beneficial owner of 5% or more of the Common Stock of the Company on the Effective Date or subsequently becomes so pursuant to the exercise of a Reorganized KDI Warrant or a Litigation Warrant and such owner increases their percentage ownership of Common Stock, such transaction would be allowed only if (x) such owner provides notice to the Board of Directors and (y) the Board of Directors in good faith does not determine that such acquisition or transfer meaningfully increases the risk that the Company’s utilization of its net operating losses and other tax assets (collectively, the “Tax Assets”) would be limited. The Amended and Restated Certificate of Incorporation also generally allows a person to acquire more than 5% of the outstanding Common Stock of the Company only if (i) such person provides notice to the Board of Directors and (ii) the Board of Directors in good faith does not determine that such acquisition meaningfully increases the risk that the Tax Assets of the Company would be limited. However, if such notice is not timely provided to the Board of Directors or the Board of Directors determines that such acquisition or transfer could limit the Tax Benefits of the Company, such transaction would be prohibited. Such restrictions on the acquisition and transfer of Common Stock of the Company lapse upon the earlier of (i) the Board of Directors’ determination that the exception provided in Code Section 382(l)(5) cannot be fulfilled, (ii) 60 days after the second anniversary of the Effective Date, (iii) no significant value is attributable to the Tax Assets or (iv) as otherwise provided in the Amended and Restated Certificate of Incorporation. Any transferee who receives Company Stock in violation of the transfer restrictions will not be recognized as a shareholder of the Company.

General

Information regarding the warrants and shares, including the rights, voting powers, designations, qualifications, limitations and restrictions on or related to the Shares, can be found in the Company’s Amended and Restated Certificate of Incorporation, a copy of which is included as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

The above summary of the terms of the Amended and Restated Certificate of Incorporation does not purport to be complete, is qualified in its entirety by reference to the provisions of the Amended and Restated Certificate of Incorporation, a copy of which is included as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Amended and Restated Bylaws

On the Effective Date and pursuant to the Plan, the Company adopted its Amended and Restated Bylaws. The Amended and Restated Bylaws provided for the following material amendments to the Company’s Bylaws in effect immediately prior to the Effective Date:

Shareholder Action

Shareholders do not have the right to call meetings in writing or to consent to corporate action in writing without a meeting. Additionally, the Secretary may call a special meeting at the request of a majority of shareholders in writing.

Board of Directors

As of the Effective Date, the constituency of the Company’s Board of Directors has been changed to five (5) directors. Information regarding the constituency of the Company’s Board of Directors can be found in “Item 5.02 – Departure of Directors.” The term of any director is limited to ten (10) consecutive years. The Chairman of the Board of Directors shall be elected annually by secret ballot by the members of the Board of Directors.

Officers

The Company’s officers consist of a Chief Executive Officer, a Chief Financial Officer, a President, any Vice Presidents, the Secretary and the Treasurer.

Amendments

The Amended and Restated Bylaws may be altered, amended or repealed by the affirmative vote of at least two-thirds percent (66.66%) of the voting power of the shareholders or by resolution adopted by the affirmative vote of not less than a majority of the directors in office.

Indemnification

The Company’s indemnification provisions, including the Company’s ability to maintain insurance to protect itself and any director, officer, employee or agent of the Company against any expense, liability or loss, are now found in the Company’s Amended and Restated Certificate of Incorporation.

Certificate of Incorporation Controls

If any provision of the Amended and Restated Bylaws is inconsistent with a provision in the Amended and Restated Certificate of Incorporation, the Amended and Restated Certificate of Incorporation shall control.

General

The above summary of the terms of the Amended and Restated Bylaws does not purport to be complete, is qualified in its entirety by reference to the provisions of the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.2 to this Current Report and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an Exhibit to this Current Report on Form 8-K.

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Piksel, Inc.
3.2	Amended and Restated Bylaws of Piksel, Inc.
4.1	Warrant Agreement, dated as of August 19, 2013, between Piksel, Inc. and Continental Stock Transfer & Trust Company
4.2	Litigation Warrant Agreement, dated as of August 19, 2013, between Piksel, Inc. and Continental Stock Transfer & Trust Company
4.3	Form of WTI Warrant

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIKSEL, INC.
By	/s/ Fabrice Hamaide
	Name:	Fabrice Hamaide
	Title:	Chief Financial Officer

Date: August 22, 2013

EXHIBIT INDEX

Exhibit

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Piksel, Inc.
3.2	Amended and Restated Bylaws of Piksel, Inc.
4.1	Warrant Agreement, dated as of August 19, 2013, between Piksel, Inc. and Continental Stock Transfer & Trust Company
4.2	Litigation Warrant Agreement, dated as of August 19, 2013, between Piksel, Inc. and Continental Stock Transfer & Trust Company
4.3	Form of WTI Warrant

EX-3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

KIT DIGITAL, INC.

KIT digital, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.          The name of the corporation is KIT digital, Inc. and the name under which the corporation was originally incorporated is Virilitec Industries, Inc. The original certificate of incorporation of the corporation was filed with the Secretary of the State of Delaware on August 11, 1998 (the “Original Certificate of Incorporation”). The Original Certificate of Incorporation was subsequently renewed and amended, to among other things, change the corporation’s name most recently to KIT digital, Inc.

2.          The corporation filed with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) its Third Amended Plan of Reorganization on August 4, 2013 (the “Chapter 11 Plan”) which, pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), was confirmed by an order of the Bankruptcy Court, entered August 7, 2013 (the “Confirmation Order”). The Bankruptcy Court had jurisdiction over a proceeding for the reorganization of the corporation under the Bankruptcy Code, and the Confirmation Order provides for the making and filing of this Amended and Restated Certificate of Incorporation.

3.          This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware (the “General Corporation Law”). Provision for the making of this Amended and Restated Certificate of Incorporation is contained in the Confirmation Order.

4.          The text of the Original Certificate of Incorporation, as amended, is hereby amended and restated to read in its entirety as follows:

First:              Name. The name of the corporation is Piksel, Inc. (the “Corporation”).

Second:        ADDRESS. The address, including street, number, city, county and postal code, of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

Third:             PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

Fourth:            CAPITALIZATION; RESERVATION OF SHARES; NO PRE-EMPTIVE RIGHTS; NONVOTING SECURITIES.

(a)          Authorized for Issuance. The total number of shares of stock that the Corporation shall have authority to issue is 1,051,000,000 shares, consisting of: (1) 900,000,000 shares of Class A Common Stock, par value $.0001 per share, which shall be comprised of (i) 500,000,000 shares of Series A-1 Common Stock (the “Series A-1 Common Stock”) and (ii) 400,000,000 shares of Series A-2 Common Stock (the “Series A-2 Common Stock”); (2) 150,000,000 shares of Class B Common Stock, par value $.0001 per share (the “Class B Common Stock”); and (3) 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock) issuable in one or more series as hereinafter provided. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, the Series A-1 Common Stock, the Series A-2 Common Stock and the Class B Common Stock shall be identical in all respects and shall have equal rights and privileges. The Series A-1 Common Stock and the Series A-2 Common Stock are referred to herein collectively as the “Class A Common Stock” and, together with the Class B Common Stock, are referred to collectively herein as the “Common Stock.”

The number of authorized shares of any series, class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of the Common Stock, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law or any corresponding provision hereinafter enacted, except that the affirmative votes of a majority of the holders of the Series A-1 Common Stock shall be required to authorize an increase or decrease in the number of authorized shares of the Series A-1 Common Stock.

(b)          Reservation of Authorized Common Stock.

i.            The Corporation shall reserve, from the Effective Date (as defined in the Chapter 11 Plan) until the board of directors of the Corporation (the “Board of Directors”) determines that the Corporation has complied with its obligations under the Chapter 11 Plan, enough authorized shares of Series A-1 Common Stock to be issued in accordance with the terms of the Chapter 11 Plan, including upon the automatic conversion of any issued and outstanding Class B Common Stock upon the expiration of all Reorganized KDI Warrants and upon exercise of the WTI Warrants (all as defined in the Chapter 11 Plan).

ii.         The Corporation shall reserve, from the Effective Date until the Board of Directors determines in its sole discretion that such reserve is no longer necessary, enough authorized shares of Series A-2 Common Stock to issue in the event that holders of Reorganized KDI Warrants and holders of Litigation Warrants (as each term is defined in the Chapter 11 Plan), respectively, exercise such warrants, which are exercisable for shares of Series A-2 Common Stock.

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(c)          No Pre-Emptive Rights. The holders of shares of capital stock of the Corporation, as such, shall have no pre-emptive right to purchase or have offered to them for purchase any shares of Preferred Stock or Common Stock or other securities, whether debt or equity, whether now or hereafter authorized, issued or to be issued by the Corporation.

(d)          Nonvoting Equity Securities. Notwithstanding anything to the contrary in this Amended and Restated Certificate of Incorporation, the Corporation shall not issue nonvoting equity securities to the extent prohibited by section 1123(a)(6) of the Bankruptcy Code. The prohibition on the issuance of nonvoting equity securities is included in this Amended and Restated Certificate of Incorporation in compliance with section 1123(a)(6) of the Bankruptcy Code.

FIFTH:              COMMON STOCK. The following is a statement of the relative powers, preferences and participating, optional or other special rights, and the qualifications, limitations and restrictions of the series of Common Stock:

(a)          General. Except as otherwise set forth in this Article FIFTH, the relative powers, preferences and participating, optional or other special rights, and qualifications, limitations or restrictions of each series of Common Stock shall be identical in all respects.

(b)          Rights and Privileges of Class A Common Stock. Series A-1 Common Stock and Series A-2 Common Stock shall be identical in all respects and shall have equal rights and privileges, except as follows:

i.            Shares of Series A-2 Common Stock shall be issued by the Corporation only upon the exercise of Reorganized KDI Warrants or Litigation Warrants (as each term is defined in the Chapter 11 Plan). The Corporation shall use all proceeds from the exercise of the Reorganized KDI Warrants to redeem from the members of the Plan Sponsor Group, on a pro rata basis, up to fifty percent (50%) of the Class B Common Stock issued to the Plan Sponsor Group (as defined in the Chapter 11 Plan) on the Effective Date. Notwithstanding the number of Reorganized KDI Warrants exercised, upon the date of expiration of the Reorganized KDI Warrants exercise period (the “Calculation Date”), (i) the Plan Sponsor Group will retain no less than fifty percent (50%) of the number of shares of Class B Common Stock issued to the Plan Sponsor Group on the Effective Date, (ii) all shares of Class B Common Stock retained by the Plan Sponsor Group shall automatically be converted at such time into Series A-1 Common Stock representing in the aggregate no less than 44.645% of all Class A Common Stock and (iii) the shares of Series A-1 Common Stock issued to the DIP Facility Lender pursuant to the Chapter 11 Plan shall represent 10.71% of all Class A Common Stock (in each case, subject to dilution for any shares of Series A-1 Common Stock that are (x) issued pursuant to the Management Equity Incentive Plan (as defined in the Chapter 11 Plan), (y) issued to WTI on account of the WTI Secured Claims and/or upon exercise of the WTI Warrants and (z) issued to the Plan Sponsor Group in payment of the Commitment Fee, each as more fully described in the Chapter 11 Plan). On the Calculation Date, the Corporation shall calculate the ratio of the shares of Series A-1 Common Stock issued and outstanding on such date, to the aggregate shares of Class A Common Stock issued and outstanding on such date (including shares of Series A-2 Common Stock). Such ratio shall be calculated by using a fraction (expressed as a percentage), the numerator of which is the aggregate number of shares of Series A-1 Common Stock issued and outstanding on the Calculation Date (including all Series A-1 Common Stock issued upon conversion of the Class B Common Stock), and the denominator of which is the aggregate number of shares of Class A Common Stock then outstanding on the Calculation Date (on a fully diluted basis after giving effect to all issuances of Class A Common Stock and the conversion of the Class B Common Stock to be effectuated as set forth herein, including pursuant to ARTICLE FIFTH paragraph (c)(ii) below) (the “Series A-1 Ratio”).

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ii.          Litigation Warrants may only be exercised following the Calculation Date. Simultaneous with the issuance of any Series A-2 Common Stock pursuant to the exercise of Litigation Warrants, the Company shall issue additional shares of Series A-1 Common Stock to the holders of the Series A-1 Common Stock, pro rata in accordance with their respective holdings of Series A-1 Common Stock, so that the Series A-1 Ratio is maintained. The Series A-1 Ratio shall be adjusted from time to time, as determined by the Board of Directors, to take into account changes in the Common Stock subsequent to the Calculation Date (other than shares of Series A-2 Common Stock), including, but not limited to issuances of shares of Common Stock pursuant to the Management Equity Incentive Plan, and in connection with any acquisitions, capital transactions or other similar transactions. For the avoidance of doubt, to the extent that the WTI Warrant (as defined in the Plan) is not otherwise adjusted upon the exercise of a Litigation Warrant (as defined in the Plan), the WTI Warrant shall adjust in accordance with terms thereof.

iii.         The Corporation shall distribute all proceeds from the exercise of any Litigation Warrants to the holders of shares of Series A-2 Common Stock holding such Series A-2 Common Stock immediately prior to such exercise pro rata in accordance with their respective holdings of Series A-2 Common Stock, as a return on capital (to the extent possible), as soon as practicable; provided, that the Corporation shall not be obligated to distribute or cause to be distributed any such proceeds unless it is in possession of at least $500,000 of such proceeds at the time of such distribution. Notwithstanding the foregoing, the Corporation shall distribute all such proceeds to the holders of shares of Series A-2 Common Stock, pro rata in accordance with their respective holdings of Series A-2 Common Stock, as soon as practicable after the Board of Directors determines that all outstanding Litigation Warrants have expired and that no additional Litigation Warrants will be issued (such date of determination, the “Litigation Warrant Expiration Date”).

iv.         For purposes of Article FIFTH, paragraph (b)(iii), “pro rata” means a fraction (expressed as a percentage), the numerator of which is the number of shares of Series A-2 Common Stock held by a then Series A-2 Common Stock holder, and the denominator being the aggregate number of shares of Series A-2 Common Stock then outstanding (exclusive of the number of shares of Series A-2 Common Stock being issued to such exercising holder of Litigation Warrants). For the avoidance of doubt, the exercising holder of such Litigation Warrants shall not be entitled to proceeds from the exercise of such holder’s Litigation Warrants.

v.           As soon as practicable upon the Litigation Warrant Expiration Date, (1) each share of the Series A-1 Common Stock and each share of the Series A-2 Common Stock will be reclassified as Class A Common Stock and (2) the Board of Directors, to the extent the Board of Directors deems it to be in the best interest of the Corporation and its stockholders, shall take all necessary, required and advisable actions in respect of the listing the Class A Common Stock on an over-the-counter exchange or a national exchange (if the Corporation so qualifies). For the avoidance of doubt, upon the Litigation Warrant Expiration Date, the Corporation shall cease to issue (i) shares of Series A-2 Common Stock and (ii) shares of Series A-1 Common Stock to maintain the Series A-1 Ratio, and the Series A-1 Ratio shall have no further force or effect.

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(c)          Rights and Privileges of Class B Common Stock; Automatic Conversion.

i.            Class B Common Stock shall be identical in all respects and shall have equal rights and privileges with the Class A Common Stock, except for the automatic conversion of the Class B Common Stock as described below.

ii.         The Corporation shall redeem from the members of the Plan Sponsor Group, on a pro rata basis, the Class B Common Stock issued to the Plan Sponsor Group (as defined in the Chapter 11 Plan) on the Effective Date with the proceeds received by the Corporation upon the timely exercise of the Reorganized KDI Warrants. Upon the expiration of the Reorganized KDI Warrants, any outstanding shares of Class B Common Stock which have not been redeemed by the Corporation shall automatically convert to shares of Series A-1 Common Stock.

(d)          Dividends.

i.            No dividends or stock splits shall be permitted by the Board of Directors until all shares of Class B Common Stock have either been redeemed or automatically converted into shares of Series A-1 Common Stock in accordance with Article FIFTH hereof.

ii.         Subject to the preferences applicable to any series of Preferred Stock outstanding at any time, holders of each series of Class A Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of the assets or funds of the Corporation legally available therefor; provided, however, that, subject to the provisions of this section (d) of this Article FIFTH, the Corporation shall not pay dividends or make distributions to any holders of any class of Common Stock unless simultaneously with such dividend or distribution, as the case may be, the Corporation makes the same dividend or distribution with respect to each outstanding share of Common Stock regardless of class.

iii.         In the case of dividends or other distributions on Common Stock payable in a series of Class A Common Stock, including without limitation distributions pursuant to stock splits or divisions of Class A Common Stock, only shares of such series of Class A Common Stock shall be distributed with respect to Class A Common Stock. In the case of any such dividend or distribution payable in shares of Class A Common Stock, each series of Common Stock shall receive a dividend or distribution in shares of its series of Common Stock and the number of shares of each series of Common Stock payable per share of such series of Common Stock shall be equal in number.

(e)          Stock Splits. The Corporation shall not in any manner subdivide (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combine (by reverse stock split, reclassification, recapitalization or otherwise) the outstanding shares of one class or series of Common Stock unless the outstanding shares of all classes and series of Common Stock shall be proportionately subdivided or combined.

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(f)          Options, Rights or Warrants.  The Corporation shall have the power to create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the Corporation, options, exchange rights, warrants, convertible rights, and similar rights permitting the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes at the time authorized, such options, exchange rights, warrants, convertible rights and similar rights to have such terms and conditions, and to be evidenced by or in such instrument or instruments, consistent with the terms and provisions of this Amended and Restated Certificate of Incorporation and as shall be approved by the Board of Directors.

(g)          Voting Rights. At every meeting of the stockholders of the Corporation in connection with the election of directors and all other matters submitted to a vote of the stockholders, every holder of record of shares of Series A-1 Common Stock and Series A-2 Common Stock (and to the extent any shares are issued and outstanding, shares of Class B Common Stock), on the relevant record date, shall be entitled to one (1) vote in person or by proxy for each share of Series A-1 Common Stock and Series A-2 Common Stock (and Class B Common Stock, if applicable) registered in his or her name on the transfer books of the Corporation. Except as otherwise required by law or by Article FIFTEENTH or Article FOURTH, the holders of each class and series of Common Stock shall vote together as a single class, on all matters with respect to which a vote of the stockholders of the Corporation is required under applicable law or under this Amended and Restated Certificate of Incorporation or on which a vote of the stockholders is otherwise duly called for by the Corporation, subject to the rights that may be conferred upon holders of Preferred Stock.

(h)          Liquidation. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment in full of the amounts required to be paid to the holders of any issued and outstanding Preferred Stock in accordance with the terms of such Preferred Stock, the remaining assets and funds of the Corporation shall be distributed to the holders of shares of Common Stock, without regard to series or class. For purposes of this paragraph (h), none of the following shall be considered a liquidation, dissolution or winding up of the Corporation within the meaning of this section: (1) a consolidation or merger of the Corporation with or into any other corporation or other entity; (2) a merger of any other corporation or other entity into the Corporation (whether or not the Corporation is the entity surviving the consolidation or merger); (3) a reorganization of the Corporation; (4) the purchase or redemption of all or part of the outstanding shares of any series, class or classes of Common Stock of the Corporation; (5) a sale or transfer of all or any part of the assets of the Corporation; or (6) a share exchange to which the Corporation is a party.

(i)            Reorganization, Consolidation and Merger. In case of any reorganization or any consolidation of the Corporation with one or more other corporations or a merger of the Corporation with another corporation, each holder of a share of Common Stock of any series or class shall be entitled to receive with respect to that share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon the reorganization, consolidation or merger by a holder of a share of any other series or class of Common Stock.

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SIXTH:                PREFERRED STOCK.

(a)          Preferred Stock may be issued from time to time in one or more classes or series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in a class or series and, by filing a certificate pursuant to the applicable law of the State of Delaware (a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such class or series, and to fix the designation, powers, preferences and rights of the shares of each such class or series and the qualifications, limitations and restrictions thereof, including but without limiting the generality of the foregoing, the following:

i.            entitling the holders thereof to cumulative, non-cumulative or partially cumulative dividends, or to no dividends;

ii.         entitling the holders thereof to receive dividends payable on a parity with, junior to or in preference to the dividends payable on any other class or series of capital stock of the Corporation;

iii.         entitling the holders thereof to rights upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any other distribution of the assets of, the Corporation, on a parity with, junior to or in preference to the rights of any other class or series of capital stock of the Corporation;

iv.         providing for the conversion or exchange, at the option of the holder or of the Corporation or both, or upon the happening of a specified event, of the shares of Preferred Stock into shares of any other class or classes or series of capital stock of the Corporation or of any series of the same or any other class or classes, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine, or providing for no conversion;

v.           providing for the redemption, in whole or in part, of the shares of Preferred Stock at the option of the Corporation or the holder thereof, or upon the happening of a specified event, in cash, bonds or other property, at such price or prices (which amount may vary under different conditions and at different redemption dates), within such period or periods, and under such conditions as the Board of Directors shall so provide, including provisions for the creation of a sinking fund for the redemption thereof, or providing for no redemption;

vi.         providing for voting rights or having limited voting rights or enjoying general, special or multiple voting rights; and

vii.         specifying the number of shares constituting that series and the distinctive designation of that series.

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(b)          The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of the applicable Preferred Stock Designation.

SEVENTH:           BOARD OF DIRECTORS. Subject to the rights of holders of Preferred Stock to elect additional directors under certain circumstances, the Corporation shall be governed in accordance with the following provisions:

(a)          The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

i.            In all elections of directors, the holders of shares of each series of Class A Common Stock, voting together as a single class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of shares of the Class A Common Stock, as single class with such holders of shares of Preferred Stock), shall be entitled to elect the members of the Board of Directors.

ii.         Any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause of a member of the Board of Directors elected as per this Article SEVENTH shall be filled by a vote of the remaining director or directors then in office, even if less than a quorum.

(b)          Advance notice of nominations for the election of directors, other than by the Board of Directors or a duly authorized committee thereof or any authorized officer of the Corporation to whom the Board of Directors or such committee shall have delegated such authority, and information concerning nominees, shall be given in the manner provided in the Bylaws of the Corporation.

EIGHTH:              REMOVAL OF DIRECTORS.

(a)          Removal for Cause. Any director may be removed from office for cause by the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock (and any series of Preferred Stock then entitled to vote at an election of directors), voting together as one class.

(b)          Common Stock Removal Without Cause. Any director elected by the vote of the holders of Common Stock voting separately as a class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Common Stock, as one class with such holders of Preferred Stock) may be removed from office at any time, without cause, solely by the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock, voting separately as a class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Common Stock, as one class with such holders of Preferred Stock).

NINTH:                 BYLAWS. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to alter or repeal the Bylaws of the Corporation, or adopt any new Bylaws of the Corporation, subject to any specific limitation on such power contained in any Bylaws adopted by the stockholders.

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TENTH:                 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)          Each person who was or is made a party to, is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation or entity, or as its member, manager or representative in a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, member, manager or representative or in any other capacity while serving as a director, officer, trustee, member, manager or representative, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in this Article TENTH with respect to Proceedings to enforce rights to indemnification and “Advancement of Expenses” (as defined below), the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors.

(b)          In addition to the right to indemnification conferred in this Article TENTH, an Indemnitee shall also have the right to be paid by the Corporation the expenses (including, without limitation, attorney’s fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that, an Advancement of Expenses, provided to an Indemnitee in his or her capacity as a director or officer (but not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan), shall be made only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article TENTH or otherwise.

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(c)          If a claim under this Article TENTH is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article TENTH or otherwise shall be on the Corporation.

(d)          The rights to indemnification and to the Advancement of Expenses conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Amended and Restated Certificate of Incorporation, the Corporation’s Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

(e)          The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

(f)          The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.

(g)          The rights conferred upon Indemnitees in this Article TENTH shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article TENTH that adversely affects any right of an Indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

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ELEVENTH:         LIMITATION ON DIRECTOR LIABILITY. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended. Any repeal or modification of this Article ELEVENTH shall be prospective only, and shall not adversely affect any elimination or limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification.

TWELFTH:           MEETINGS OF STOCKHOLDERS. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors, by the Board of Directors pursuant to a resolution or by the requisite holders of shares of Common Stock in accordance with the Bylaws. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes of the meeting as stated in the notice of the meeting.

THIRTEENTH:              CORPORATE ACTIONS. All rights to vote and all voting power shall be vested exclusively in the holders of Common Stock, except as otherwise expressly provided by the Board of Directors set forth in the Preferred Stock Designations pursuant to Article SIXTH of this Amended and Restated Certificate of Incorporation or as otherwise expressly required by the laws of the State of Delaware. At every meeting of stockholders duly called and held at which a quorum is present (i) in all matters other than the election of directors, a majority of the votes that could be cast at the meeting upon a given question and (ii) in the case of the election of directors, a plurality of the votes that could be cast at the meeting upon the election, by the holders who are present in person or by proxy, shall be necessary, in addition to any vote or other action that may be expressly required by the provisions of this Amended and Restated Certificate of Incorporation or by the laws of the State of Delaware, to decide the question or election.

FOURTEENTH:           QUORUM. Any quorum with respect to the vote of stockholders and the Board of Directors, respectively, shall be governed by the Corporation’s Bylaws.

(a)          Except as otherwise provided by law, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the question shall constitute a quorum at all meetings of the stockholders, and every reference in this Amended and Restated Certificate of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for the purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

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(b)          If a quorum shall fail to attend any meeting, the chairman of the meeting, or the holders of a majority of the voting rights of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time until a quorum shall attend.

(c)          If a notice of any adjourned meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting, provided that they represent at least one third (1/3) of the voting rights of the shares entitled to vote at such meeting, shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

FIFTEENTH:              AMENDMENT. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation; provided, however, that any proposal to modify, revise, alter or amend this Amended and Restated Certificate of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of any class or series of Common Stock so as to disproportionately affect them adversely will require the approval of the holders of a majority of the votes entitled to be cast by the holders of the shares of the class or series so affected by the proposed amendment, voting separately as a class or series, as applicable. Notwithstanding anything herein to the contrary or any provision of law which might not otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class of the capital stock required by law, Articles NINTH, TENTH, ELEVENTH and TWELFTH shall not be modified, revised, altered or amended, repealed or rescinded, in whole or in part, without the affirmative vote of the holders of at least two thirds (2/3) of the votes entitled to be cast by the holders of Common Stock, voting together as a single class.

SIXTEENTH:              RESTRICTIONS ON OWNERSHIP, ACQUISITION AND REDEMPTION OF SHARES.

(a)          Definitions. For purposes of this Article SIXTEENTH and Article FOURTH, the following capitalized terms shall have the following respective meanings:

“Acquire” means the acquisition of ownership of Corporation Securities by any means, including, without limitation, (i) the exercise of any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire shares, but shall not include the acquisition of ownership of Common Stock pursuant to the exercise of a Reorganized KDI Warrant or a Litigation Warrant; or (ii) the entering into of any swap, hedge or other arrangement that results in the acquisition of any of the economic consequences of ownership of Corporation Securities, but shall not include the acquisition of any such rights unless, as a result, the acquiror would be considered an owner. The terms “Acquires” and “Acquisition” shall have the same meaning.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Corporation Securities” means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights or options including within the meaning of Treasury Regulation Section 1.382-4(d)(9) to purchase stock of the Corporation and (iv) any other interests that would be treated as “stock” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(f)(18).

“Effective Date” means the effective date of the Plan of Reorganization, which shall be the date of filing of this Certificate of Incorporation.

“Five-Percent Shareholder” means (i) a Person or group of Persons that is identified as a “5-percent shareholder” of the Corporation pursuant to Treasury Regulations Section 1.382-2T(g) or (ii) a Person that is a “first tier entity” or “higher tier entity” (as such terms are defined in Section 1.382-2T(f) of the Treasury Regulations) of the Corporation if such Person has a “public group” of that individual, or a “higher tier entity” of such Person has a “public group” or individual, that is treated as a “5-percent shareholder” of the Corporation pursuant to Section 1.382-2T(g) of the Treasury Regulations.

“Initial Substantial Holder” means a holder of at least five percent (5.0%) of any class of the Corporation Securities as of the Effective Date or upon the exercise of a Reorganized KDI Warrant or a Litigation Warrant, after giving effect to the Plan of Reorganization.

“Percentage Stock Ownership” means percentage stock ownership as determined in accordance with Treasury Regulation Section 1.382-2(a)(3), 1.382-2T(g), (h), (j) and (k) and 1.382-4(d); provided, however, only for purposes of determining the percentage stock ownership of any entity (and not for determining the ownership of any other Person), Company Securities held by such entity shall not be treated as no longer owned by such entity pursuant to Treasury Regulations Section 1.382-2T(h)(2)(i)(A).

“Person” means an individual, firm, corporation, estate, trust, association, limited liability company, partnership, limited liability partnership, joint venture or similar organization or otherwise treated as an “entity” with the meaning of Treasury Regulations Section 1.382-3(a)(1).

“Plan of Reorganization” means the Amended Plan of Reorganization pursuant to chapter 11 of the Bankruptcy Code, as confirmed by order dated August 7, 2013 by the Bankruptcy Court.

“Prohibited Transfer” means any purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article SIXTEENTH.

“Restriction Release Date” means the earliest of (i) any date after the Effective Date if the Board of Directors in good faith determines that the requirements under Section 382(l)(5) of the Code will not be satisfied pursuant to the consummation of the Plan of Reorganization; (ii) sixty (60) days after the second anniversary of the Effective Date; (iii) any date after the Effective Date if the stockholders of the Corporation so vote in accordance with applicable law; (iv) any date after the Effective Date, but not earlier than January 1, 2017, if the Board of Directors in good faith determines that it is in the best interests of the Corporation and its stockholders for the ownership and transfer limitations set forth in this Article SIXTEENTH to expire; or (v) no significant value attributable to the Tax Benefits would be preserved by continuing the Transfer restrictions herein.

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“Tax Benefits” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Code, of the Corporation or any direct or indirect subsidiary thereof.

“Transfer” means any direct or indirect Acquisition, sale, transfer, assignment, conveyance, pledge, or other disposition of Corporation Securities. A Transfer also shall include the creation or grant of an option (within the meaning of Treasury Regulations Section 1.382-4(d)(9)) other than the grant of an option by the Corporation or the modification, amendment or adjustment of an existing option granted by the Corporation.

“Treasury Regulation” shall mean the income tax regulations (whether temporary, proposed or final) promulgated under the Code and any successor regulations.

(b)          Ownership Limitations.

(i)            To preserve the Tax Benefits, from and after the Effective Date and prior to the Restriction Release Date, no Person shall be permitted to make a Transfer, and any such purported Transfer will be void ab initio, to the extent that after giving effect to such purported Transfer (A) any Person or group of Persons shall become a Five-Percent Shareholder or (B) the Percentage Stock Ownership of any Initial Substantial Holder shall be increased. Notwithstanding the foregoing, nothing in this Article SIXTEENTH shall prevent a Person from Transferring Corporation Securities to a new or existing public group of the Corporation, as defined in Treasury Regulations Section 1.1382-2T(f)(13) or any successor regulations. In addition, this clause (i) is not intended to prevent the Corporation Securities from being DTC-eligible and shall not preclude the settlement of any transactions in the Corporation Securities entered into through the facilities of the Nasdaq National Market, but such transaction, if prohibited by the prior sentence, shall nonetheless be a Prohibited Transfer.

(ii)            The restrictions set forth in Section (b)(i) of this Article SIXTEENTH shall not apply to a proposed Transfer if the transferor or the transferee, upon providing at least fifteen (15) days prior written notice of such proposed Transfer to the Board of Directors, obtains the written consent to the proposed Transfer from a majority of the Board of Directors. The Board of Directors shall consent to such proposed Transfer within ten (10) days of receiving such written notice, unless the Board of Directors determines in good faith based on its reasonable assessment that the proposed Transfer meaningfully increases the risk of limitation on the Corporation and its subsidiaries use of the Tax Benefits under Section 382 of the Code. As a condition to granting its consent, the Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) such representations from the transferor and/or transferee or such opinions of counsel to be rendered by counsel selected by the Board of Directors, in each case as to such matters as the Board of Directors determines.

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(c)       Treatment of Excess Securities.

(i)            No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported transferee of a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Transfer (the “Excess Securities”). The Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof. Once the Excess Securities have been Acquired in a Transfer that is not a Prohibited Transfer, such Corporation Securities shall cease to be Excess Securities.

(ii)           The Corporation may require as a condition to the registration of the Transfer of any Corporate Securities or the payment of any distribution on any Corporate Securities that the proposed transferee or payee furnish the Company all information reasonably requested by the Corporation with respect to the direct and indirect ownership interests in such Corporate Securities. The Corporation may make such arrangements or issue such instructions to the stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this Article SIXTEENTH.

(iii)          If the Board of Directors determines that a Prohibited Transfer has been recorded by an agent or employee of the Corporation, such recording and the Prohibited Transfer shall be void ab initio and have no legal effect and, upon written demand by the Corporation, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any dividends or other distributions that were received by the Purported Transferee from the Corporation with respect to the Excess Securities (the “Prohibited Distributions”), to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (including over the Nasdaq National Market or other national securities exchange on which the Corporation Securities may be traded, if possible); provided, however, that the Agent, in its sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities. If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender the Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section (c)(iv) of this Article SIXTEENTH if the Agent, rather than the Purported Transferee, had resold the Excess Securities.

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(iv)          The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee had previously resold the Excess Securities, any amounts received by it from a Purported Transferee, as follows:

(A)            first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder;

(B)            second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or in the case of any Prohibited Transfer by gift, devise or inheritance or any other Prohibited Transfer without consideration, the fair market value, (i) calculated on the basis of the closing market price for the Corporation Securities on the day before the Prohibited Transfer or, (ii) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (iii) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the counter market, then as determined in good faith by the Board of Directors, which amount (or fair market value) shall be determined at the discretion of the Board of Directors); and

(C)            third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (or any comparable successor provision) selected by the Board of Directors.

The recourse of any Purported Transferee in respect of any Prohibited Transfer shall be limited to the amount payable to the Purported Transferee pursuant to clause (B) of this Section (c)(iv). Except as may be required by law, in no event shall the proceeds of any sale of Excess Securities pursuant to this Article SIXTEENTH inure to the benefit of the Corporation.

(v)            In the event of any Transfer which does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities” and individually, a ‘‘Security”) but which would cause a Five-Percent Shareholder to violate a restriction on Transfers provided for in this Article SIXTEENTH, the application of this Section (c) shall be modified as described in this clause (c)(v). In such case, no such Five-Percent Shareholder shall be required to dispose of any interest that is not a Security, but such Five Percent Shareholder and/or any Person whose ownership of Securities is attributed to such Five Percent Shareholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were Acquired) to cause such Five-Percent Shareholder, following such disposition, to not to be in violation of this Article SIXTEENTH. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Section (c), except that the maximum aggregate amount payable either to such Five-Percent Shareholder, or to such other Person that was the direct holder of such Excess Securities in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such Five-Percent Shareholder or such other Person. The purpose of this Section (c)(v) is to extend the restrictions in Sections (c)(iii) and (c)(iv) to situations in which there is a Prohibited Transfer without a direct Transfer of Securities, and this Section (c)(v) along with the other provisions of this Article SIXTEENTH, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

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(vi)          If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) days from the date on which the Corporation makes a demand pursuant to Section (c)(iii) of this Article SIXTEENTH, then the Corporation shall use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender.

(d)            Bylaws; Legends; Compliance.

(i)            The bylaws of the Corporation may make appropriate provisions to effectuate the requirements of this Article SIXTEENTH.

(ii)            All certificates representing Corporation Securities issued after the effectiveness of this Article SIXTEENTH and prior to the Restriction Release Date shall bear a conspicuous legend as follows:

“THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO OWNERSHIP RESTRICTIONS PURSUANT TO ARTICLE SIXTEENTH OF THE CERTIFICATE OF INCORPORATION OF PIKSEL, INC. REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE.”

(iii)            The Corporation shall have the power to make appropriate notations upon its stock transfer records and instruct any transfer agent, registrar, securities intermediary or depository with respect to the requirements of this Article SIXTEENTH for any uncertificated Corporation Securities or Corporation Securities held in an indirect holding system.

(e)          Board Determinations.

(i)          The Board of Directors shall have the power to determine all matters necessary for determining compliance with this Article SIXTEENTH, including, without limitation: (A) the identification of Five-Percent Shareholders; (B) whether a Transfer is a Prohibited Transfer; (C) the Percentage Stock Ownership in the Corporation of any Five-Percent Shareholder; (D) whether an instrument constitutes a Corporation Security; (E) the amount (or fair market value) due to a Purported Transferee pursuant to clause (c)(ii) of this Article SIXTEENTH; (F) whether compliance with any restriction or limitation on stock ownership and transfers set forth in this Article SIXTEENTH is no longer required; and (G) any other matters which the Board of Directors determines to be relevant; and the determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article SIXTEENTH.

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(ii)         Nothing contained in this Article SIXTEENTH shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, subject to Section 242(b) of the General Corporation Law by adopting a written resolution, (A) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article SIXTEENTH; provided, that such ownership interest percentages may only be modified to the extent necessary to reflect changes to Section 382 of the Code and the applicable Treasury Regulations, (B) modify the definitions of any terms set forth in this Article SIXTEENTH, or (C) modify the terms of this Article SIXTEENTH as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be a modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate.

(f)          Legal Proceedings; Prompt Enforcement. If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty days from the date on which the Corporation makes a written demand, then the Corporation shall promptly take all cost effective actions which it believes are appropriate to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Article SIXTEENTH shall (i) be deemed inconsistent with any Transfer of the Excess Securities provided in this Article SIXTEENTH being void ab initio or (ii) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this Article SIXTEENTH.

(g)          Liability. To the fullest extent permitted by law, any stockholder subject to the provisions of this Article SIXTEENTH who knowingly violates the provisions of this Article SIXTEENTH and any Persons controlling, controlled by or under common control with such stockholder shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Corporation’s ability to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation.

(h)          Severability. The purpose of this Article SIXTEENTH is to facilitate the Corporation’s ability to maintain or preserve its Tax Benefits. If any provision of this Article SIXTEENTH or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article SIXTEENTH.

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THE UNDERSIGNED, being the duly qualified Secretary of the Corporation, has executed this Certificate on August 15, 2013.

/s/ Fabrice Hanaide

Fabrice Hamaide, Secretary

[Signature Page to Piksel, Inc. Amended and Restated Certificate of Incorporation]

EX-3.2

AMENDED AND RESTATED BYLAWS

OF

PIKSEL, inc.

(A Delaware Corporation)

ARTICLE I

OFFICES

1.          OFFICE.

The registered office of the corporation shall be located in the State of Delaware, County of New Castle, City of Wilmington, and the name of the registered agent at such office shall be The Corporation Trust Company.

2.          ADDITIONAL OFFICES.

The corporation may also have offices and places of business at such other places, within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

1.          CERTIFICATES REPRESENTING SHARES.

The corporation is authorized to issue shares of common stock of the corporation in certificated or uncertificated form. The shares of the common stock of the corporation shall be registered on the books of the corporation in the order in which they shall be issued. Any certificates for shares of the common stock, and any other shares of capital stock of the corporation represented by certificates, shall be numbered, shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer. Any or all of the signatures on a certificate may be a facsimile signature. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he, she, or it were such officer, transfer agent or registrar at the date of issue. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send, or cause to be sent, to the record owner thereof a written statement setting forth the name of the corporation, the name of the stockholder, the number and class of shares and a summary of the designations, relative rights, preferences and limitations applicable to such class of shares and the variations in rights, preferences and limitations determined for each series within a class (and the authority of the Board of Directors to determine variations for future series), and a full statement of any restrictions on the transfer or registration of such shares. Each stock certificate must set forth the same information or, alternatively, may state conspicuously on its front or back that the corporation will furnish the stockholders a full statement of this information on request and without charge. Every stock certificate representing shares that are restricted as to the sale, disposition or transfer of such shares shall also indicate that such shares are restricted as to transfer and there shall be set forth or fairly summarized upon the certificate, or the certificate shall indicate that the corporation will furnish to any stockholders upon request and without charge, a full statement of such restriction. If the corporation issues any certificated shares that are not registered under the Securities Act of 1933, as amended, and registered or qualified under the applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the following legend:

“THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”

The Board of Directors may require from any person who claims their stock certificate has been lost, stolen or destroyed an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. The Board of Directors may, in its discretion and as a condition precedent to the issuance of either a new stock certificate or uncertificated shares, require the owner of such lost, stolen or destroyed certificate or certificates, or his, her or its legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Transfers of shares shall be made upon the books of the corporation (i) only by the holder of record thereof, or by a duly authorized agent, transferee or legal representative and (ii) in the case of certificated shares, upon the surrender to the corporation of the certificate or certificates for such shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

2.          FRACTIONAL SHARE INTERESTS.

The corporation may issue certificates for fractions of a share where necessary to effect transactions authorized by the General Corporation Law of the State of Delaware, which shall entitle the holder, in proportion to his, her or its fractional holdings, to exercise voting rights, received dividends and participate in liquidating distributions; or it may pay in cash the cash value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to pay rights of a stockholder except as herein provided.

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3.          SHARE TRANSFERS.

Upon compliance with provisions restricting the transferability of shares, if any, transfer of shares of the corporation shall be made only on the share record of the corporation by the registered holder thereof, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon.

4.          STOCKHOLDER RECORD DATE.

MEETINGS OF STOCKHOLDERS; PAYMENT OF DIVIDENDS OR OTHER DISTRIBUTIONS; OTHER LAWFUL ACTIONS (OTHER THAN STOCKHOLDER ACTION BY WRITTEN CONSENT). In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (other than to express consent to corporate action in writing without a meeting), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and, unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for determining the stockholders entitled to vote at such meeting, such date shall also be the record date for determining the stockholders entitled to vote at such meeting; and (2) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed as aforesaid: (1) the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any such other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for the stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote in accordance with the foregoing provisions of this paragraph at the adjourned meeting.

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5.          MEETINGS.

DATE, TIME, PLACE (IF ANY) AND CALL OF MEETINGS. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any proper business may be transacted at the annual meeting. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding shares of stock of the corporation entitled to vote thereat. Business transacted at any special meeting of stockholders shall be limited to the purpose stated in the notice.

NOTICE OF MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the record date for determining stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation of the corporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

ADJOURNMENTS. Any meeting of stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 4 of these Bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

STOCKHOLDER LIST. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date. Any such list shall be arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network; provided, that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5 or to vote in person or by proxy at any meeting of stockholders.

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QUORUM. Except as otherwise provided by law, the certificate of incorporation of the corporation or these Bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in this Section 5 until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

VOTING; PROXIES. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation of the corporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

CONDUCT OF MEETINGS. Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his or her absence by the Chief Executive Officer, if any, or in his or her absence, the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person at the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and, if such presiding person should so determine, such presiding person shall so declare to the meeting, and any such matter or business not properly brought before the meeting shall be disregarded and shall not be considered, conducted or transacted. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

INSPECTORS OF ELECTION. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding over the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

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6.           NOTICE OF STOCKHOLDER NOMINATIONS AND BUSINESS.

(a)           Annual Meetings of Stockholders. Nominations of one or more individuals to the Board of Directors (each, a “Nomination,” and more than one, “Nominations”) and the proposal of business other than Nominations (“Business”) to be considered by the stockholders of the corporation may be made at an annual meeting of stockholders only (1) pursuant to the corporation’s notice of meeting or any supplement thereto (provided, however, that reference in the corporation’s notice of meeting to the election of directors or to the election of members of the Board of Directors shall not include or be deemed to include Nominations), (2) by or at the direction of the Board of Directors or (3) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this Section 6 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting, and who complies with the procedures set forth in this Section 6.

(b)          Special Meetings of Stockholders. Only such Business shall be brought before and conducted at a special meeting of stockholders of the corporation as shall have been brought before the meeting pursuant to the corporation’s notice of meeting; provided, however, that reference in the corporation’s notice of meeting to the election of directors or to the election of members of the Board of Directors shall not include or be deemed to include Nominations. Nominations may be made at a special meeting of stockholders of the corporation at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) provided, that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 6 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and upon such election, and who complies with the procedures set forth in this Section 6. In the event the corporation calls a special meeting of stockholders of the corporation for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may make Nominations of one or more individuals (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by Section 6(c)(1) shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation in accordance with Section 6(c)(1)(E).

(c)          Stockholder Nominations and Business. For Nominations and Business to be properly brought before an annual meeting of stockholders of the corporation by a stockholder pursuant to Section 6(a)(3), such stockholder must have given timely notice thereof in writing to the Secretary of the corporation in compliance with this Section 6, and any such proposed Business must constitute a proper matter for stockholder action in accordance with the corporation’s certificate of incorporation, these Bylaws and applicable law. For Nominations to be properly brought before a special meeting of stockholders of the corporation by a stockholder pursuant to Section 6(b)(2), the stockholder must have given timely notice thereof in writing to the Secretary of the corporation in compliance with this Section 6.

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(1)          Stockholder Nominations.

(A)          Only individual(s) subject to a Nomination made in compliance with the procedures set forth in this Section 6 shall be eligible for election at an annual or special meeting of stockholders of the corporation, and any individual(s) subject to a Nomination not made in compliance with this Section 6 shall not be considered nor acted upon at such meeting of stockholders.

(B)          For Nominations to be properly brought before an annual or special meeting of stockholders of the corporation by a stockholder pursuant to Section 6(a)(3) or Section 6(b)(2), respectively, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation at the principal executive offices of the corporation pursuant to this Section 6. To be timely, the stockholder’s notice must be delivered to the Secretary of the corporation as provided in Section 6(c)(1)(C) or Section 6(c)(1)(D), as applicable, in the case of an annual meeting of stockholders of the corporation, and Section 6(c)(1)(E), in the case of a special meeting of stockholders of the corporation, respectively.

(C)          In the case of an annual meeting of stockholders of the corporation, to be timely, any Nomination made pursuant to Section 6(a)(3) shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders of the corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(D)          Notwithstanding Section 6(c)(1)(C), in the event that the number of directors to be elected to the Board of Directors at an annual meeting of stockholders of the corporation is increased and there is no public announcement by the corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the date of the preceding year’s annual meeting, the stockholder’s notice required by this Section 6 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement of additional directorships is first made by the corporation.

(E)          In the case of a special meeting of stockholders of the corporation, to be timely, any Nomination made pursuant to Section 6(b)(2) shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement of the date of such special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting is first made by the corporation. In no event shall the public announcement of an adjournment or postponement of a special meeting of stockholders of the corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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(F)          A stockholder’s notice of Nomination(s) pursuant to Section 6(a)(3) or Section 6(b)(2) shall set forth: (i) as to any Nomination to be made by such stockholder, (a) all information relating to the individual subject to such Nomination that is required to be disclosed in opposition proxy statements for election of directors filed and disseminated by dissident or insurgent stockholders, at their own expense, in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), without regard to the application of the Exchange Act to either the Nomination or the corporation and (b) such individual’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected; and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Nomination is made (a) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (b) the class, series and number of shares of capital stock of the corporation which are beneficially owned, within the meaning of Rule 13d-1 (or any successor thereto) promulgated under the Exchange Act, and/or owned of record by such stockholder and such beneficial owner, (c) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and such stockholder (or a qualified representative of the stockholder) intends to appear in person or by proxy at the meeting to propose such Nomination, (d) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to elect the individual subject to the Nomination and/or (2) otherwise to solicit proxies from stockholders of the corporation in support of such Nomination, (e) any significant equity interest of such stockholder and/or such beneficial owner in a principal competitor of the corporation and (f) any direct or indirect interest of such stockholder and/or such beneficial owner in any contract with the corporation, any affiliate of the corporation or any principal competitor of the corporation.

(G)          To be eligible to be a nominee for initial election as a director of the corporation at any annual or special meeting of stockholders of the corporation, an individual must deliver (in accordance with the time periods prescribed for delivery of notice in compliance with this Section 6) to the Secretary of the corporation at the principal executive offices of the corporation, a written questionnaire with respect to the background and qualification of such individual and the background of any other person on whose behalf the Nomination is being made (which questionnaire shall be provided by the Secretary of the corporation upon written request) and a written representation and agreement (in the form provided by the Secretary of the corporation upon written request) that such individual:

(i)          is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person as to how such individual, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (b) any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a director of the corporation, with such individual’s fiduciary duties under applicable law;

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(ii)          is not and will not become a party to any agreement, arrangement or understanding with any person other than the corporation with respect to any direct or indirect compensation, reimbursement, indemnification or advancements in connection with any service, action or omission in his or her capacity as a director of the corporation that has not been disclosed to the corporation;

(iii)          is not and will not become a party to any Derivative Securities Agreement (as defined below) that has not been disclosed to the corporation; and

(iv)          in his or her individual capacity and for and on behalf of any person on whose behalf the Nomination is being made, will be in compliance, if elected as a director of the corporation, and will comply with, applicable law and all applicable publicly disclosed corporate governance, business conduct, ethics, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.

In addition, the corporation may require any individual subject to Nomination to furnish such other information as may reasonably be required by the corporation to determine the qualifications of such individual to serve as a director of the corporation.

(2)          Stockholder Business.

(A)          Only such Business shall be considered or conducted at an annual or special meeting of stockholders of the corporation as shall have been brought before such meeting in compliance with the procedures set forth in this Section 6, and any Business not brought before such meeting in compliance with the procedures set forth in accordance with this Section 6 shall not be considered nor acted upon at such meeting of stockholders; provided, however, that if the Business is otherwise a proper subject of a stockholder proposal under Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act (“Rule 14a-8”), the notice requirements of this Section 6(c)(2) with respect to such Business shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his, her, or its intention to present such Business at an annual meeting of stockholders of the corporation in accordance with Rule 14a-8, and such Business has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting.

(B)          In the case of an annual meeting of stockholders of the corporation, to be timely, any such written notice of a proposal of Business pursuant to Section 6(a)(3) shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders of the corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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(C)          A stockholder’s notice of a proposal of Business pursuant to Section 6(a)(3) shall set forth: (i) as to the Business proposed by such stockholder, a brief description of the Business desired to be brought before the meeting, the text of the proposal or Business (including the text of any resolutions proposed for consideration and in the event that such Business includes a proposal to amend the Bylaws of the corporation, the language of the proposed amendment), the reasons for conducting such Business at the meeting and any material interest in such Business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf such Business is made (a) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (b) the class, series and number of shares of capital stock of the corporation which are owned beneficially and/or of record by such stockholder and such beneficial owner, (c) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to propose such Business, (d) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposed Business and/or (2) otherwise to solicit proxies from stockholders of the corporation in support of such Business, (e) any significant equity interest of such stockholder and/or such beneficial owner in a principal competitor of the corporation and (f) any direct or indirect interest of such stockholder and/or such beneficial owner in any contract with the corporation, any affiliate of the corporation or any principal competitor of the corporation.

(d)          General.

(1)          Except as otherwise provided by law, the person presiding over any meeting of stockholders of the corporation shall have the power and duty (A) to determine whether a Nomination or Business proposed to be brought before such meeting was made or proposed in accordance with the procedures set forth in this Section 6 and (B) if any proposed Nomination or Business was not made or proposed in compliance with this Section 6, to declare that such Nomination or Business shall be disregarded or that such proposed Nomination or Business shall not be considered, conducted or transacted. Notwithstanding the foregoing provisions of this Section 6, if the stockholder (or a qualified representative of such stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a Nomination or Business, such Nomination or Business shall be disregarded and such Nomination or Business shall not be considered, conducted or transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.

(2)          For purposes of this Section 7, “public announcement” shall mean the first public disclosure by the corporation in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, or disclosed by the corporation in a document publicly filed by the corporation with the Securities and Exchange Commission.

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(3)          For purposes of this Section 6, “Derivative Securities Arrangement” means any direct or indirect:

(A)          transaction or series of transactions, instrument, contract, agreement, arrangement, understanding or relationship with respect to any right, option, warrant, convertible or exchangeable security, swap agreement, stock appreciation right or right similar to any of the foregoing, whether or not presently exercisable, with an exercise, conversion or exchange privilege, or settlement payment or mechanism, related to any security of the corporation, or similar instrument, including, without limitation, transactions, instruments, contracts, agreements, arrangements, understandings or relationships of the type contemplated Rule 16a-1(b) or (c)(6) of the General Rules and Regulations under the Exchange Act, which gives such person (or any of such person’s affiliates or associates) the economic equivalent of ownership of an amount of such securities due to the fact that the value of the derivative is explicitly determined in whole or in part by reference to the price or value of any security of the corporation;

(B)          transaction or series of transactions, agreement, arrangement, understanding, proxy or relationship that included or includes an opportunity for such person (or such person’s affiliates or associates), directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the corporation, to receive or share in the receipt of dividends payable on any security of the corporation separate or separable from the underlying shares, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the corporation or to increase or decrease the number of securities of the corporation which such person (or such person’s affiliates or associates) was, is or will be entitled to vote, in each case under (A) and this (B) of this Section 6, including, without limitation, any put or call arrangement, short position, borrowed shares or swap or similar arrangement; and

(C)          transaction or series of transactions, plan, agreement, arrangement, understanding or relationship with respect to the borrowing or lending of securities of the corporation or any interest therein, in each case under (A) and (B) above and this (C), without regard to whether (i) such derivative conveys any voting rights in any securities of the corporation to such person (or any of such person’s affiliates or associates), (ii) the derivative is required to be, or is capable of being, settled through delivery of any securities of the corporation or (iii) such person (or any of such person’s affiliates or associates) may have entered into other transactions that hedge the economic effect of such derivative.

(4)          For purposes of this Section 6, (A) an “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified, and (B) an “associate,” when used to indicate a relationship with any person, means (i) a corporation or organization of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (ii) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the corporation or any of its subsidiaries.

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(5)          Nothing in this Section 6 shall be deemed to affect (A) the rights or obligations, if any, of stockholders of the corporation to request inclusion of Business proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (to the extent that the corporation or such proposals are subject to Rule 14a-8) or (B) the rights, if any, of the holders of any series of preferred stock of the corporation, if any, to elect directors pursuant to any applicable provisions, of the corporation’s certificate of incorporation.

ARTICLE III

BOARD OF DIRECTORS

1.          FUNCTIONS AND DEFINITIONS.

The business of the corporation shall be managed by its Board of Directors. The word “director” means any member of the Board of Directors. The use of the phrase “entire board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.          QUALIFICATIONS AND NUMBER.

Each director shall be at least eighteen years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.

The initial Board of Directors shall consist of five (5) people and shall be designated as follows: (a) three (3) directors to be designated by the Plan Sponsor Group¹, collectively; (b) one (1) independent director to be designated by the Plan Sponsor Group; and (c) the Chief Executive Officer of the corporation. Thereafter, the number of directors constituting the entire board may be fixed from time to time by action of the directors or of the stockholders. The number of directors may be increased or decreased by action of directors or stockholders, provided that any action of the directors to effect such increase or decrease shall require the vote of a majority of the entire board. No decrease shall shorten the term of any incumbent directors.

3.          ELECTION AND TERM.

Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of the remaining directors then in office, although less than a quorum exists. No person shall serve as a director for a period or consecutive periods that extends beyond the tenth (10th) annual stockholders meeting following the annual stockholders meeting at which such person was first elected to the Board of Directors by the stockholders.

¹ The Plan Sponsor Group consists of JEC Capital Partners, LLC, Prescott Group Capital Management L.L.C. and Stichting Bewaarder Ratio Capital Partners.

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4.          MEETINGS.

TIME. Meetings shall be held at such time as the Board of Directors shall fix, except that the first meeting of a newly elected Board of Directors shall be held as soon after its election as the directors may conveniently assemble.

PLACE. Meeting shall be held at such place within, or without the State of Delaware as shall be fixed by the Board of Directors.

CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, the Chief Executive Officer or of a majority of the directors in office. A regular meeting should be held quarterly.

NOTICE OF ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place of special meetings shall be given to each director twenty-four hours prior to the meeting. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a waiver or notice before or after the meeting, or who attends the meeting without protesting, prior therein or at its commencement, the lack of notices to him or her.

QUORUM AND ACTION. A majority of the entire Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute at least one-third of the entire Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise provided herein or in any applicable provision of law, the vote of a majority of the directors present at the time of the vote at a meeting of the Board of Directors, if a quorum is present at such time, shall be the action of the Board of Directors.

CHAIRMAN OF THE MEETING. A Chairman of the Board of Directors shall be elected on an annual basis by secret ballot by the members of the Board of Directors. The Chairman of the Board of Directors, if present, shall preside at all meetings. Otherwise, the Chief Executive Officer, if present, or any other director chosen by the Board of Directors, shall preside.

5.          REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause or without cause by the stockholders, as provided in the corporation’s certificate of incorporation.

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6.          COMMITTEES OF DIRECTORS.

The Board of Directors may, by resolution passed by a majority of the entire Board, designate from their number one or more directors to constitute an Executive Committee which shall possess and may exercise all the powers and authority of the Board of Directors in the management of the affairs of the corporation between meetings of the Board of Directors (except to the extent prohibited by applicable provisions of the General Corporation Law of the State of Delaware), and/or such other committee or committees, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. All such committees shall serve at the pleasure of the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

7.          CONFERENCE TELEPHONE.

Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Such participation shall constitute presence in person at such meeting.

8.          ACTION IN WRITING.

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof, may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action, and the resolution and the written consents thereto are filed with the minutes of the proceedings of the Board of Directors or committee.

ARTICLE IV

OFFICERS

1.          EXECUTIVE OFFICERS.

The directors may elect or appoint a Chief Executive Officer, a Chief Financial Officer, a President, one or more Vice Presidents (one or more of whom may be denominated Executive Vice President), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person.

2.          TERM OF OFFICE; REMOVAL.

Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next meeting of stockholders and until his or her successor has been elected and qualified. The Board of Directors may remove any officer for cause or without cause at any time.

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3.          AUTHORITY AND DUTIES.

All officers, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in these Bylaws, or, to the extent not so provided, by the Board of Directors.

4.          THE CHIEF EXECUTIVE OFFICER.

The Chief Executive Officer shall direct the general affairs of the corporation except as otherwise prescribed by the Board of Directors. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders, of the Board of Directors and of the executive committee, if any, and shall designate the acting Secretary for such meetings to take the minutes thereof for delivery to the Secretary. The Chief Executive Officer may sign any policies, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the corporation, and in general, shall perform all duties incident to the office of Chief Executive Officer.

5.          THE CHIEF FINANCIAL OFFICER.

The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

6.          THE PRESIDENT.

The President, along with the Chief Executive Officer of the corporation, shall direct the general affairs of the corporation except as otherwise prescribed by the Board of Directors. The President may sign any policies, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the corporation, and in general, shall perform all duties incident to the office of President. In the absence of the Chief Executive Officer or in the event of such person’s inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

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7.          VICE PRESIDENTS.

Any Vice President that may have been appointed, in the absence or disability of the President, shall perform the duties and exercise the power of the President, in the order of their seniority (or as designated by the Board of Directors in the case of a dispute over seniority) and shall perform such other duties as the Board of Directors shall prescribe.

8.          THE SECRETARY.

The Secretary shall keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.

9.          THE TREASURER.

The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or whenever they may require it, keep account of all his or her transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond for such term; in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under control which belong to the corporation.

ARTICLE V

BOOKS AND RECORDS

The books of the corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine. Any of the foregoing books, minutes, or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE VI

CORPORATE SEAL

The corporate seal, if any, shall be in such form as the Board of Directors shall prescribe.

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ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be as fixed by the Board of Directors.

ARTICLE VIII

AMENDMENT of bylaws

These Bylaws may be altered, amended or repealed by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66.66%) of the voting power of the stock issued and outstanding and entitled to vote at any meeting of stockholders or by resolution adopted by the affirmative vote of not less than a majority of the directors in office at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting; provided, that no amendment with respect to the time or place for the election of directors shall be made within sixty (60) days before the day on which such election is to be held, and that a notice of any such change of time or place shall be given to each stockholder twenty (20) days before the election is held, in person or by notice or letter mailed to his or her last known post office address.

ARTICLE IX

INDEMNITY

The directors shall be entitled to indemnification as described in the corporation’s then in effect certificate of incorporation.

ARTICLE X

amended and restated certificate of incorporation

Notwithstanding anything to the contrary contained herein, if any provision contained in these Bylaws is inconsistent with or conflicts with a provision of the Amended and Restated Certificate of Incorporation of the Corporation, such provision of these Bylaws shall be superseded by the inconsistent provision in the Amended and Restated Certificate of Incorporation to the extent necessary to give effect to such provision in the Amended and Restated Certificate of Incorporation.

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EX-4.1

WARRANT AGREEMENT

THIS WARRANT AGREEMENT(this “ Agreement”), dated as of August 19, 2013, is entered into by and between Piksel, Inc., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, pursuant to the terms and conditions of the Third Amended Plan of Reorganization, dated August 6, 2013, as the same may be amended, modified or restated from time to time (the “Plan”) relating to the reorganization of the Corporation under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Corporation, on August 16, 2013, issued warrants (each a “Warrant,” and collectively, the “Warrants”) to holders of KDI Common Stock (as defined in the Plan) in exchange for such interests; pursuant to the Plan, the Warrants shall be exercisable until the Expiration Date (as defined below) and will enable holders thereof to purchase up to an aggregate number of 61,054,157 shares of the Corporation’s Series A-2 Common Stock (the “Series A-2 Common Stock”) at an exercise price of $0.205 per share (the “Exercise Price”);

WHEREAS, the Warrants have been issued pursuant to an offering in reliance on the exemption afforded by section 1145 of the Bankruptcy Code from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of any applicable state securities or “blue sky” laws;

WHEREAS, the Corporation desires the Warrant Agent to act on behalf of the Corporation, and the Warrant Agent is willing to so act, in connection with the issuance, registration and exercise of the Warrants;

WHEREAS, the Corporation desires to provide for the form and provisions of the Warrant Certificate (as defined below) and the Warrants, the terms upon which shall govern the Warrants issued by the Corporation and the respective rights, limitation of rights and immunities of the Corporation, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants evidenced by the Warrant Certificate, when executed on behalf of the Corporation and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Corporation, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.           Appointment of Warrant Agent. The Corporation hereby appoints the Warrant Agent to act as agent for the Corporation in connection with the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.           Warrants.

2.1         Form of Warrant. Each warrant certificate (the “Warrant Certificate”) have been (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chief Executive Officer or the Chief Financial Officer and the Secretary of the Corporation. In the event the person whose signature or facsimile signature has been placed upon any Warrant Certificate shall have ceased to serve in the capacity in which such person signed the Warrant Certificate before such Warrant Certificate is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2         Effect of Countersignature. Unless and until the Warrant Certificate is countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3         Registration.

2.3.1           Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the issuance of the Warrant Certificates. Upon the issuance of the Warrant Certificates, the Warrant Agent issued and registered the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Corporation.

2.3.2           Registered Holder. The Corporation and the Warrant Agent may deem and treat the person in whose name such Warrant Certificate shall be registered upon the Warrant Register (the “registered holder”) as the absolute owner of such Warrant Certificate and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Corporation or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Corporation nor the Warrant Agent shall be affected by any notice to the contrary.

3.           Terms and Exercise of Warrants.

3.1        Exercise Price. Each Warrant Certificate shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant Certificate and of this Warrant Agreement, to purchase from the Corporation the number of shares of Series A-2 Common Stock stated therein at the Exercise Price until the Expiration Date.

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3.2         Duration of Warrants. Subject to Section 3.3.2 below, a Warrant may be exercised at any time on any Business Day (as defined below) only during the period (“Exercise Period”) commencing on the date hereof and terminating at 5:00 P.M., New York City time on September 18, 2013 (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. As used herein the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

3.3        Exercise of Warrants.

3.3.1           Payment. Subject to the provisions of the Warrant Certificate and this Warrant Agreement, a Warrant may be exercised by the registered holder thereof when the Warrant Certificate is countersigned by the Warrant Agent and surrendered at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the election form attached to the Warrant Certificate or the beneficial owner election form received by beneficial owners through their broker or nominees (each, an “Election Form”), attached hereto as Exhibits B and C, respectively, duly executed, and, subject to Section 3.3.2 below, by paying in full the Exercise Price for each full share of Series A-2 Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, by certified or official bank check or by bank wire transfer in immediately available funds, in each case payable to the order of the Warrant Agent (or as otherwise agreed to by the Corporation). To the extent applicable, the aggregate Exercise Price shall be rounded up to the nearest penny.

3.3.2       Oversubscription Right.

(a)           To the extent that a registered holder of a Warrant (other than any member of the Plan Sponsor Group (as defined in the Plan)) exercises a Warrant in full in accordance with this Agreement and the terms of his, her or its Warrant Certificate (an “Electing Holder”), such Electing Holder shall have the right, but not the obligation, to elect on the Election Form (an “Oversubscription Election”) to exercise a number of Warrants not exercised by the Expiration Date (the “Remaining Warrants”). Any Oversubscription Election must be made in accordance with the terms of the Warrant Certificate and the formula set forth in Section 3.3.2(b) below, at the time of such Electing Holder’s exercise of his, her or its Warrant.

(b)            Each Electing Holder shall have the right to check the “Oversubscription Box” on the Election Form, thereby electing to exercise a number of Remaining Warrants rounded up to the nearest whole number (the “Oversubscription Shares”) equal to a maximum of the product of (x) the Electing Holder’s percentage ownership of KDI Common Stock as of the Distribution Record Date (as defined in the Plan) times (y) the number of shares of Effective Date Common Stock (as defined below), less the number of shares of KDI Common Stock held by the Electing Holder as of the Distribution Record Date. For the purpose of this Section 3.3.2(b), “Effective Date Common Stock” means the number of shares of Class B and Series A-1 Common Stock distributed pursuant to the Plan on the Effective Date.

(c)           To the extent that an Electing Holder makes an Oversubscription Election, such Electing Holder shall pay the aggregate Exercise Price for the Oversubscription Shares such Electing Holder has elected to receive pursuant to the formula set forth in Section 3.3.2(b) above, in the same manner and the at the same time such Electing Holder makes payment for the exercise of its registered Warrant(s) pursuant to Section 3.3.1 above. If an Electing Holder is not issued the number of Oversubscription Shares that such Electing Holder elected to receive, any amounts paid to the Warrant Agent in respect of such unissued shares shall be returned to such Electing Holder promptly by mail without interest or deduction.

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3.3.3      Issuance of Certificates.

(a)            To the extent that any Warrants (including Remaining Warrants pursuant to an Oversubscription Election) are exercised in accordance with the terms of this Agreement and the terms of the Warrant Certificate, as soon as practicable after the Expiration Date and the clearance of the funds in payment of the aggregate Exercise Price, including for any Oversubscription Shares, the Corporation shall issue to the Electing Holder a certificate or certificates representing the number of full shares of Series A-2 Common Stock to which he, she or it is entitled, registered in the name or names that the Warrant being so exercised is registered. Such Series A-2 Common Stock issuable upon the exercise of the Warrants (including any Remaining Warrants pursuant to an Oversubscription Election) shall result in holders thereof receiving one (1) share for every one (1) Warrant or Remaining Warrant exercised, subject to the limitation in Section 3.3.2 hereof. Warrants (including Remaining Warrants) may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

(b)            In no event shall the Corporation be required to “net cash settle” the exercise of any Warrants, whether pursuant to an initial exercise or Oversubscription Election.

3.3.4       Valid Issuance. All shares of Series A-2 Common Stock issued upon the proper exercise of a Warrant or Remaining Warrant in conformity with this Agreement shall be validly issued, fully paid and non assessable.

3.3.5       Date of Issuance. Each person in whose name any such certificate for shares of Series A-2 Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was exercised (including any Remaining Warrants pursuant to an Oversubscription Election) and payment of the aggregate Exercise Price was made; provided, that such date is no later than the Expiration Date, but irrespective of the date of delivery of such certificate, except that, if the date of such exercise and payment is a date when the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

3.4         No Anti-Dilution Protection. Shares of Series A-2 Common Stock issuable upon the exercise of any Warrants (and any Remaining Warrants pursuant to an Oversubscription Election) shall be subject to dilution as set forth in the Plan, including, without limitation, by the exercise of Litigation Warrants (as defined in the Plan). To the extent such Litigation Warrants are exercised, the proceeds from such exercise shall be distributed on a pro rata basis to each holder of Series A-2 Common Stock immediately prior to such exercise in accordance with the Corporation’s Amended and Restated Certificate of Incorporation. The term pro rata as used herein shall mean a fraction (expressed as a percentage), the numerator of which shall be the number of shares held by a then Series A-2 Common Stock holder and the denominator of which shall be the aggregate number of outstanding shares of Series A-2 Common Stock (exclusive of the shares to be issued to such exercising Litigation Warrant holder). For the avoidance of doubt, the exercising holder of such Litigation Warrants shall not be entitled to proceeds from the exercise of such holder’s Litigation Warrants.

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4.           Other Provisions Relating to Rights of Holders of Warrants.

4.1         No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Corporation, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Corporation or any other matter.

4.2         Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant Certificate is lost, stolen, mutilated or destroyed, the Corporation and the Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant Certificate, include the surrender thereof), issue a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so lost, stolen, mutilated or destroyed. Any such new Warrant Certificate shall constitute a substitute contractual obligation of the Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at any time enforceable by anyone.

4.3         Reservation of Common Stock. The Corporation shall at all times reserve and keep available a number of its authorized but unissued shares of Series A-2 Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement and for the exercise of all Remaining Warrants pursuant to any Oversubscription Election.

4.4         Securities Law Compliance.

(a)           The Warrants (including any Series A-2 Common Stock issued upon exercise thereof) are issued pursuant to an exemption from the registration requirements of Section 5 of the Securities Act provided by section 1145 of the Bankruptcy Code. Any Warrant or underlying share of Series A-2 Common Stock that is received, purchased or owned by any “underwriter” as defined in section 1145(b)(1) of the Bankruptcy Code, may not be resold by such holder, and such holder may not be able to transfer any Warrants or Series A-2 Common Stock issuable upon exercise of any Warrant in the absence of an exemption from registration under the Securities Act and state securities laws.

(b)            In the event that an exemption under section 1145 of the Bankruptcy Code with respect to Warrants or shares of Series A-2 Common Stock underlying the Warrants is not effective or available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless.

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4.5         Limitation on Monetary Damages. In no event shall the registered holder of a Warrant be entitled to receive damages, monetary or otherwise, for failure to settle any Warrant exercise if the Series A-2 Common Stock issuable upon exercise of the Warrants is not exempt from registration pursuant to 1145 of the Bankruptcy Code or has not been registered with the Securities and Exchange Commission pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent.

4.6         No Warrant Transfers. Notwithstanding anything to the contrary herein, no Warrant shall be transferable to any person or any entity, and any attempt to so transfer or any purported transfer shall be void ab initio.

5.           Concerning the Warrant Agent and Other Matters.

5.1         Payment of Taxes. The Corporation shall from time to time promptly pay all taxes and charges that may be imposed upon the Corporation or the Warrant Agent in respect of the issuance or delivery of shares of Series A-2 Common Stock upon the exercise of Warrants (or any Remaining Warrants pursuant to an Oversubscription Election), but the Corporation shall not be obligated to pay any transfer taxes in respect of the Warrants (or any Remaining Warrants pursuant to an Oversubscription Election) or such shares.

5.2         Resignation, Consolidation or Merger of Warrant Agent.

5.2.1           Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing (a “Resignation Notice”) to the Corporation. Upon receipt by the Corporation of a Resignation Notice, or if the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Corporation shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Corporation shall fail to make such appointment within a period of thirty (30) days after it has received a Resignation Notice from the Warrant Agent, then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Corporation’s cost. Any successor Warrant Agent, whether appointed by the Corporation or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Corporation, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Corporation shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.

5.2.2           Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Corporation shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Series A-2 Common Stock not later than the effective date of any such appointment.

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5.2.3           Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

5.3         Fees and Expenses of Warrant Agent.

5.3.1           Remuneration. The Corporation agrees to pay the Warrant Agent $7,500 for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

5.3.2           Further Assurances. The Corporation agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

5.4         Liability of Warrant Agent.

5.4.1           Reliance on Corporation Statement. Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer of the Corporation and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

5.4.2           Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Corporation agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

5.4.3           Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature of the Warrant Certificate); nor shall it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Warrant; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Series A-2 Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Series A-2 Common Stock will when issued be valid and fully paid and nonassessable.

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5.5         Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Corporation with respect to Warrants exercised and concurrently account for, and pay to the Corporation, all moneys received by the Warrant Agent for the purchase of shares of Series A-2 Common Stock through the exercise of Warrants.

6.           Miscellaneous Provisions.

6.1         Successors. All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

6.2         Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Corporation shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Corporation with the Warrant Agent) as follows:

Piksel, Inc.

26 West 17th Street, 2nd Floor

New York, New York 10011

Attn: Fabrice Hamaide

Facsimile: (212) 206-7059

with a copy to:

Bracewell & Giuliani LLP

1251 Avenue of the Americas

New York, New York 10020

Attn: Jennifer Feldsher and Robert Burns

Facsimile: (212) 508-6101

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Corporation to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Corporation with the WarrantAgent) as follows:

Continental Stock Transfer & Trust Company

17 Battery Place, 8^th Floor

New York, NY 10004

Attn: Margaret Villani

Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next Business Day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.

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6.3         Legend for Underlying Series A-2 Common Stock. Each Stock Certificate shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE BEEN ISSUED PURSUANT TO SECTION 1145 OF THE U.S. BANKRUPTCY CODE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 1145 OF THE BANKRUPTCY CODE OR, IF APPLICABLE, THERE IS AN OPINION FROM COUNSEL TO THE COMPANY THAT SUCH SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE STATUTES.””

6.4         Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Corporation hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York, Borough of Manhattan or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Corporation hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Corporation may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 6.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Corporation in any action, proceeding or claim.

6.5         Persons Having Rights Under this Agreement. Nothing in this Agreement expressed in, and nothing that may be implied from, any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants, any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.

6.6         Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection by it.

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6.7         Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

6.8         Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.

6.9         Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder.

6.10         Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

PIKSEL, INC.
By:	/s/ Fabrice Hamaide
Name:	Fabrice Hamaide
Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Margaret Villani
Name:	Margaret Villani
Title:	Vice President

EXHIBIT A

Form of Warrant Certificate

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EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN. Warrant Certificate Evidencing Warrants to Purchase Series A-2 Common Stock, par value of $0.0001 per share, as described herein. VOID AFTER 5:00 P.M., NEW YORK TIME, ON SEPTEMBER 18, 2013

PIKSEL, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

WARRANTS

THIS CERTIFIES THAT:

IS THE REGISTERED HOLDER OF

warrants to purchase certain securities (each, a “Warrant”). Each Warrant entitles the holder thereof, subject to the provisions contained herein and in the Warrant Agreement (as defined below), to purchase from Piksel, Inc., a Delaware corporation (the “Corporation”), one (1) share (the “Warrant Share,” and together with all shares exercisable for purchase under this Warrant Certificate, collectively, the “Warrant Shares”) of Series A-2 Common Stock, par value $0.0001 per share, of the Corporation (“Series A-2 Common Stock”), at the Exercise Price set forth below. The price per share at which each Warrant Share may be purchased at the time each Warrant is exercised is $0.205 (the “Exercise Price”).

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Warrant Agreement.

Subject to the terms of the Warrant Agreement, the Warrants evidenced hereby may be exercised in full (not in part) at any time, as specified herein, on any Business Day (as defined below) occurring during the period (the “Exercise Period”) commencing the date hereof and terminating at 5:00 P.M., New York City time, on September 18, 2013 (the “Expiration Date”). If the Warrants evidenced hereby remain unexercised after 5:00 P.M., New York City time, on the Expiration Date, then such Warrants shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrants shall cease.

The holder of the Warrants represented by this Warrant Certificate may exercise all Warrants evidenced hereby by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to Continental Stock Transfer & Trust Company (the “Warrant Agent,” which term includes any successor warrant agent under the Warrant Agreement described below) at its office designated for such purpose at 17 Battery Place, New York, NY 10004, (i) this Warrant Certificate, (ii) a properly executed election form (the “Election Form”) attached to this Warrant Certificate and (iii) the Exercise Price for each Warrant to be exercised, and all applicable taxes and charges due in connection therewith, in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. In addition, to the extent that a holder elects to oversubscribe in accordance with the Warrant Agreement and this Warrant Certificate, the holder must also pay, in accordance with the foregoing, an amount equal to the Exercise Price for the number of unexercised Warrants such holder elects to purchase, and all applicable taxes and charges due in connection therewith. To the extent applicable, the aggregate Exercise Price shall be rounded up to the nearest penny.

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

DATED: (Continued on reverse side) COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY JERSEY CITY, NJ WARRANT AGENT

PIKSEL, INC .	BY:
		AUTHORIZED OFFICER
SECRETARY	INTERIM CHIEF EXECUTIVE OFFICER

Piksel, Inc. (WARRANT)

(Continued from front)

As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

The Warrants represented by this Warrant Certificate must be exercised in full, not in part, and may only be exercised in whole numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of any Warrants represented hereby, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

WARRANTS ARE NOT TRANSFERABLE TO ANY PERSON OR ENTITY, AND ANY ATTEMPT TO TRANSFER OR ANY PURPORTED TRANSFER SHALL BE VOID AB INITIO.

To the extent the Warrants evidenced hereby are exercised in full, the registered holder of such Warrants is entitled to, in accordance with the terms set forth in Section 3.3.2 of the Warrant Agreement (as defined below) and in the Election Form attached to this Warrant Certificate, elect to receive additional shares of Series A-2 Common Stock (as defined in the Warrant Agreement).

This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of August 19, 2013 (the “Warrant Agreement”), between the Corporation and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, all of which terms and provisions the holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the above-mentioned office of the Warrant Agent and at the office of the Corporation at 26 West 17th Street, 2nd Floor, New York, New York 10011.

Neither this Warrant Certificate nor the Warrants evidenced hereby entitles the registered holder thereof to any of the rights of a stockholder of the Corporation, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Corporation or any other matter.

The Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant Agreement without the consent of the holder of this Warrant Certificate or the Warrants evidenced hereby; provided, that no amendment or modification may be made that is not consistent with the Plan (as defined in the Warrant Agreement).

THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

This Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.

PRINTED BY: COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com

EXHIBIT B

Form of Record Holder Election Form

PIKSEL, INC. (f/k/a KIT digital, Inc.)

SHARES OF SERIES A-2 COMMON STOCK

ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE

WARRANTS TO EXERCISE FOR SUCH SHARES

RECORD HOLDER ELECTION FORM

I (We) acknowledge receipt of your letter and the enclosed materials relating to the offering of shares of series A-2 common stock, par value $0.0001 per share (the “Shares”) of Piksel, Inc. (the “Company”), issuable upon the exercise of warrants (“Warrants”).

In this form, I hereby elect to exercise the Warrants to purchase Shares distributed with respect to the common stock (“KDI Common Stock”), par value $0.0001 per share, of KIT digital, Inc., pursuant to the terms and subject to the conditions set forth in the Warrant Agreement, dated August 19, 2013, by and between the Company and Continental Stock Transfer & Trust Company, and as described in that certain Third Amended Plan of Reorganization, dated August 6, 2013, filed by KIT digital, Inc.

BOX 1. ¨   I do not elect to exercise my Warrants.

BOX 2. ¨   I elect to exercise my Warrants in full and purchase Shares as set forth below:

	NUMBER OF SHARES OF
	KDI COMMON STOCK		WARRANT		EXERCISE
	AS OF AUGUST 5, 2013		RATIO		PRICE		PAYMENT
Basic
Warrant
Exercise		X	1.0	x	$0.205	=   $

IF YOU HAVE FULLY EXERCISED YOUR BASIC WARRANT EXERCISE ABOVE

and you wish to purchase additional Shares, subject to availability and the conditions and limitations described in the Warrant Agreement, please so indicate by completing the additional required information:

	NUMBER OF ADDITIONAL		WARRANT		EXERCISE
	WARRANTS1		RATIO		PRICE		PAYMENT
Over
subscription
Election		x	1.0	x	$0.205	=  $
	TOTAL SUBSCRIPTION PAYMENT REQUIRED:

$	+	$		=	$
(Basic Warrant Exercise			(Oversubscription		(Total required payment)2
Payment)			Election Payment)

FORM OF PAYMENT:

¨ Payment in the following amount is enclosed: $___________.

¹ To determine the number of Warrants you are entitled to exercise for additional Shares, use the following formula: Percentage of KDI Common Stock owned as of August 5, 2013, based on 61,054,157 shares issued and outstanding times 136,754,747, less the number of Shares to be received by the Basic Warrant Exercise.

² To the extent applicable, the aggregate total required payment must be rounded up to the nearest penny.

¨ Payment by wire transfer in accordance with the following instructions: JPMorgan Chase, Account Name: CST AAF Piskel, Inc. Warrant, ABA # 021000021, Account # 475580893

Dated: ________________, 2013

Name
	(Please Print)
	/  /  /  / - /  /  / - /  /  /  /  /
	(Insert Social Security or Other Identifying Number of Holder)

Address

Signature

This Warrant may only be exercised by presentation to the Warrant Agent at the following location:

Continental Stock Transfer & Trust Company

17 Battery Place, 8^th Floor

New York, NY 10004

Attn: Corporate Actions Department

Telephone Number for Confirmation: (800) 509-5586

The method of delivery of this Election Form is at the option and risk of the exercising holder and the delivery of this Election Form will be deemed to be made only when actually received by the Warrant Agent and must be received prior to 5:00 p.m., New York City time, on September 18, 2013 (the “Expiration Date”). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery and clearance of payment prior to 5:00 p.m. New York City time, on the Expiration Date.

Signature

Signature must conform in all respects to the name of the holder as specified on the face of the Warrant Certificate.

EXHIBIT C

Form of Beneficial Owner Election Form

PIKSEL, INC. (f/k/a KIT digital, Inc.)

SHARES OF SERIES A-2 COMMON STOCK

ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE

WARRANTS TO EXERCISE FOR SUCH SHARES

BENEFICIAL OWNER ELECTION FORM

I (We) acknowledge receipt of your letter and the enclosed materials relating to the offering of shares of series A-2 common stock, par value $0.0001 per share (the “Shares”) of Piksel, Inc. (the “Company”), issuable upon the exercise of warrants (“Warrants”).

In this form, I (we) instruct you whether to exercise the Warrants to purchase Shares distributed with respect to the common stock (“KDI Common Stock”), par value $0.0001 per share, of KIT digital, Inc., held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the Warrant Agreement, dated August 19, 2013, by and between the Company and Continental Stock Transfer & Trust Company, and as described in that certain Third Amended Plan of Reorganization, dated August 6, 2013, filed by KIT digital, Inc. (the “Plan”).

BOX 1. ¨	Please do not exercise the Warrants for me (us).
BOX 2. ¨	Please exercise the Warrants for me (us) and purchase Shares as set forth below:

	NUMBER OF SHARES OF
	KDI COMMON STOCK		WARRANT		EXERCISE
	AS OF AUGUST 5, 2013		RATIO		PRICE			PAYMENT
Basic
Warrant
Exercise		x	1.0	x	$0.205	=	$

IF YOU HAVE FULLY EXERCISED YOUR BASIC WARRANT EXERCISE ABOVE

and you wish to purchase additional Shares, subject to availability and the conditions and limitations described in the Warrant Agreement, please so indicate by completing the additional required information:

	NUMBER OF ADDITIONAL		WARRANT		EXERCISE
	WARRANTS1		RATIO		PRICE			PAYMENT
Over
subscription
Election		x	1.0	x	$0.205	=	$

TOTAL SUBSCRIPTION PAYMENT REQUIRED:

$	+	$		=	$
(Basic Warrant Exercise			(Oversubscription		(Total required payment)2
Payment)			Election Payment)

¹ To determine the number of Warrants you are entitled to exercise for additional Shares, use the following formula: Percentage of KDI Common Stock owned as of August 5, 2013, based on 61,054,157 shares issued and outstanding times 136,754,747, less the number of Shares to be received by the Basic Warrant Exercise.

² To the extent applicable, the aggregate total required payment must be rounded up to the nearest penny.

FORM OF PAYMENT:

¨ Please deduct payment of $__________ from my (our) following account maintained by you:

(Type of Account) (Account Number)

I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

· Acknowledge receipt of the Plan and irrevocably elect to purchase the number of Shares indicated above upon the terms and conditions specified in the Plan and Warrant Agreement; and

· Agree that if I (we) fail to pay for the Shares that I (we) have elected to purchase, you may exercise any remedies available to you under the law.

Name of beneficial owner(s):

Signature of beneficial owner(s):

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or in any other fiduciary or representative capacity, please provide the following information:

Name:

Capacity:

Address:

Telephone No.:

EX-4.2

EXECUTION COPY

LITIGATION WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 19, 2013, is entered into by and between Piksel, Inc., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, pursuant to the terms and conditions of the Third Amended Plan of Reorganization, dated August 6, 2013, as the same may be amended, modified or restated from time to time (the “Plan”) relating to the reorganization of the Corporation under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Corporation is issuing warrants (each a “Warrant,” and collectively, the “Warrants”) to holders of Allowed Subordinated Claims (as defined in the Plan) in Class 6 of the Plan in exchange for such Claims; pursuant to the Plan, the Warrants shall be exercisable until the Expiration Date (as defined below) and will enable holders thereof to purchase up to one (1) share of the Corporation’s Series A-2 Common Stock (as defined in the Plan) per dollar of such holder’s Allowed Subordinated Claim at an exercise price of $0.205 per share (the “Exercise Price”);

WHEREAS, the Warrants are being issued pursuant to an offering in reliance on the exemption afforded by section 1145 of the Bankruptcy Code from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of any applicable state securities or “blue sky” laws;

WHEREAS, the Corporation desires the Warrant Agent to act on behalf of the Corporation, and the Warrant Agent is willing to so act, in connection with the issuance, registration and exercise of the Warrants;

WHEREAS, the Corporation desires to provide for the form and provisions of the Warrant Certificate (as defined below) and the Warrants, the terms upon which shall govern the Warrants issued by the Corporation and the respective rights, limitation of rights and immunities of the Corporation, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants evidenced by the Warrant Certificate, when executed on behalf of the Corporation and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Corporation, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

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1.Appointment of Warrant Agent. The Corporation hereby appoints the Warrant Agent to act as agent for the Corporation in connection with the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.Warrants.

2.1Form of Warrant. Each warrant certificate (the “Warrant Certificate”) shall be (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chief Executive Officer or the Chief Financial Officer and the Secretary of the Corporation. In the event the person whose signature or facsimile signature has been placed upon any Warrant Certificate shall have ceased to serve in the capacity in which such person signed the Warrant Certificate before such Warrant Certificate is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2Effect of Countersignature. Unless and until the Warrant Certificate is countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3Registration.

2.3.1Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the issuance of the Warrant Certificates. Upon the issuance of the Warrant Certificates, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Corporation.

2.3.2Registered Holder. The Corporation and the Warrant Agent may deem and treat the person in whose name such Warrant Certificate shall be registered upon the Warrant Register (the “registered holder”) as the absolute owner of such Warrant Certificate and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Corporation or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Corporation nor the Warrant Agent shall be affected by any notice to the contrary.

3.Terms and Exercise of Warrants.

3.1Exercise Price. Each Warrant Certificate shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant Certificate and of this Warrant Agreement, to purchase from the Corporation the number of shares of Series A-2 Common Stock stated therein at the Exercise Price until the Expiration Date.

3.2Duration of Warrants. A Warrant may be exercised at any time on any Business Day (as defined below) only during the period (“Exercise Period”) commencing on the date such Warrant is issued or instructed to be issued by the Corporation (the “Issuance Date”) and terminating at 5:00 P.M., New York City time on the date that is thirty (30) days from the Issuance Date (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

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3.3Exercise of Warrants.

3.3.1Payment. Subject to the provisions of the Warrant Certificate and this Warrant Agreement, a Warrant, when the Warrant Certificate is countersigned by the Warrant Agent and surrendered at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the election form attached to the Warrant Certificate, attached hereto as Exhibit B, duly executed, and by paying in full the Exercise Price for each full share of Series A-2 Common Stock as to which the Warrant is exercised, and any and all applicable taxes due in connection with the exercise of the Warrant, by certified or official bank check or by bank wire transfer in immediately available funds, in each case payable to the order of the Warrant Agent (or as otherwise agreed to by the Corporation). To the extent applicable, the aggregate Exercise Price shall be rounded up to the nearest penny.

3.3.2Issuance of Certificates.

(a)As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Exercise Price, the Corporation shall issue to the registered holder of such Warrant a certificate or certificates representing the number of full shares of Series A-2 Common Stock to which he, she or it is entitled, registered in the name or names that the Warrant being so exercised is registered. Such Series A-2 Common Stock issuable upon the exercise of the Warrants shall result in holders thereof receiving a pro rata portion of the Series A-2 Common Stock, with the pro rata portion based on a fraction (expressed as a percentage), the numerator of which shall be the dollar amount of the Holder’s Allowed Subordinated Claim (not satisfied by Available Cash (as defined in the Plan)) and the denominator of which shall be the aggregate number of issued and then-outstanding shares of Class A2 Common Stock, inclusive of the shares to be issued to exercising holders of the Litigation Warrants. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

(b)In no event shall the Corporation be required to “net cash settle” the exercise of any Warrants.

3.3.3Valid Issuance. All shares of Series A-2 Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

3.3.4Date of Issuance. Each person in whose name any such certificate for shares of Series A-2 Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was exercised and payment of the Exercise Price was made; provided, that such date is no later than the Expiration Date, but irrespective of the date of delivery of such certificate, except that, if the date of such exercise and payment is a date when the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

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3.4No Anti-Dilution Protection. Shares of Series A-2 Common Stock issuable upon the exercise of any Warrants shall be subject to dilution as set forth in the Plan, including, without limitation, by the exercise of Litigation Warrants (as defined in the Plan). To the extent such Litigation Warrants are exercised, the proceeds from such exercise shall be distributed on a pro rata basis to each holder of Series A-2 Common Stock immediately prior to such exercise in accordance with the Corporation’s Amended and Restated Certificate of Incorporation. The term pro rata as used herein shall mean a fraction (expressed as a percentage), the numerator of which shall be the number of shares held by a then Series A-2 Common Stock holder and the denominator of which shall be the aggregate number of outstanding shares of Series A-2 Common Stock (exclusive of the shares to be issued to such exercising Litigation Warrant holder). For the avoidance of doubt, the exercising holder of such Litigation Warrants shall not be entitled to proceeds from the exercise of such holder’s Litigation Warrants.

4.Other Provisions Relating to Rights of Holders of Warrants.

4.1No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Corporation, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Corporation or any other matter.

4.2Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant Certificate is lost, stolen, mutilated or destroyed, the Corporation and the Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant Certificate, include the surrender thereof), issue a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so lost, stolen, mutilated or destroyed. Any such new Warrant Certificate shall constitute a substitute contractual obligation of the Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at any time enforceable by anyone.

4.3Reservation of Common Stock. The Corporation shall at all times reserve and keep available a number of its authorized but unissued shares of Series A-2 Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

4.4Securities Law Compliance.

(a)The Warrants (including any Series A-2 Common Stock issued upon exercise thereof) are issued pursuant to an exemption from the registration requirements of Section 5 of the Securities Act provided by section 1145 of the Bankruptcy Code. Any Warrant or underlying share of Series A-2 Common Stock that is received, purchased or owned by any “underwriter” as defined in section 1145(b)(1) of the Bankruptcy Code, may not be resold by such holder, and such holder may not be able to transfer any Warrants or Series A-2 Common Stock issuable upon exercise of any Warrant in the absence of an exemption from registration under the Securities Act and state securities laws.

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(b)In the event that an exemption under section 1145 of the Bankruptcy Code with respect to Warrants or shares of Series A-2 Common Stock underlying the Warrants is not effective or available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless.

4.5Limitation on Monetary Damages. In no event shall the registered holder of a Warrant be entitled to receive damages, monetary or otherwise, for failure to settle any Warrant exercise if the Series A-2 Common Stock issuable upon exercise of the Warrants is not exempt from registration pursuant to section 1145 of the Bankruptcy Code or has not been registered with the Securities and Exchange Commission pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent.

4.6No Warrant Transfers. Notwithstanding anything to the contrary herein, no Warrant shall be transferable to any person or any entity, and any attempt to so transfer or any purported transfer shall be void ab initio.

5.Concerning the Warrant Agent and Other Matters.

5.1Payment of Taxes. The Corporation shall from time to time promptly pay all taxes and charges that may be imposed upon the Corporation or the Warrant Agent in respect of the issuance or delivery of shares of Series A-2 Common Stock upon the exercise of Warrants, but the Corporation shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

5.2Resignation, Consolidation or Merger of Warrant Agent.

5.2.1Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing (a “Resignation Notice”) to the Corporation. Upon receipt by the Corporation of a Resignation Notice, or if the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Corporation shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Corporation shall fail to make such appointment within a period of thirty (30) days after it has received a Resignation Notice from the Warrant Agent, then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Corporation’s cost. Any successor Warrant Agent, whether appointed by the Corporation or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Corporation, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Corporation shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.

5

5.2.2Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Corporation shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Series A-2 Common Stock not later than the effective date of any such appointment.

5.2.3Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

5.3Fees and Expenses of Warrant Agent.

5.3.1Remuneration. The Corporation agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

5.3.2Further Assurances. The Corporation agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

5.4Liability of Warrant Agent.

5.4.1Reliance on Corporation Statement. Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer of the Corporation and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

5.4.2Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Corporation agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

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5.4.3Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature of the Warrant Certificate); nor shall it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Warrant; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Series A-2 Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Series A-2 Common Stock will when issued be valid and fully paid and nonassessable.

5.5Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Corporation with respect to Warrants exercised and concurrently account for, and pay to the Corporation, all moneys received by the Warrant Agent for the purchase of shares of Series A-2 Common Stock through the exercise of Warrants.

6.Miscellaneous Provisions.

6.1Successors. All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

6.2Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Corporation shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Corporation with the Warrant Agent) as follows:

Piksel, Inc.
26 West 17th Street, 2nd Floor

New York, New York 10011

Attn: Fabrice Hamaide

Facsimile: (212) 206-7059

with a copy to:

Bracewell & Giuliani LLP

1251 Avenue of the Americas

New York, New York 10020

Attn: Jennifer Feldsher and Robert Burns

Facsimile: (212) 508-6101

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Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Corporation to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Corporation with the Warrant Agent) as follows:

Continental Stock Transfer & Trust Company
17 Battery Place, 8^th Floor

New York, NY 10004
Attn: Margaret Villani

Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next Business Day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.

6.3Legend for Underlying Series A-2 Common Stock. Each Stock Certificate shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE BEEN ISSUED PURSUANT TO SECTION 1145 OF THE U.S. BANKRUPTCY CODE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 1145 OF THE BANKRUPTCY CODE OR, IF APPLICABLE, THERE IS AN OPINION FROM COUNSEL TO THE COMPANY THAT SUCH SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE STATUTES.”

6.4Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Corporation hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York, Borough of Manhattan or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Corporation hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Corporation may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 6.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Corporation in any action, proceeding or claim.

6.5Persons Having Rights Under this Agreement. Nothing in this Agreement expressed in, and nothing that may be implied from, any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants, any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.

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6.6Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection by it.

6.7Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

6.8Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.

6.9Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder.

6.10Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

PIKSEL, INC.
By:	/s/ Fabrice Hamaide
Name:	Fabrice Hamaide
Title:	CFO

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Margaret Villani
Name:	Margaret Villani
Title:	Vice President

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EXHIBIT A

Form of Warrant Certificate

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EXHIBIT B

Form of Election Form

PIKSEL, INC. (f/k/a KIT digital, Inc.)

SHARES OF SERIES A-2 COMMON STOCK

ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE
WARRANTS TO EXERCISE FOR SUCH SHARES

ELECTION FORM

I (We) acknowledge receipt of your letter and the enclosed materials relating to the offering of shares of series A-2 common stock, par value $0.0001 per share (the “Shares”) of Piksel, Inc. (the “Company”), issuable upon the exercise of warrants (“Warrants”). 

In this form, I hereby elect to exercise the Warrants to purchase Shares distributed with respect to the Allowed Subordinated Claim (as defined in the Plan), pursuant to the terms and subject to the conditions set forth in the Warrant Agreement, dated as of August 19, 2013, by and between the Company and Continental Stock Transfer & Trust Company, and as described in that certain Third Amended Plan of Reorganization, dated August 6, 2013, filed by KIT digital, Inc. (the “Plan”).

BOX 1. ¨	I do not elect to exercise my Warrants.
BOX 2. ¨	I elect to exercise my Warrants in full and purchase Shares as set forth below:
	Dollar value of Allowed Subordinated Claim	warrant ratio	exercise price	payment
Warrant Exercise	_________________   x	1.0       x	$0.205         =	$____________

FORM OF PAYMENT:
¨	Payment in the following amount is enclosed: $____________.
¨	Payment by wire transfer in accordance with the following instructions: JPMorgan Chase, Account Name: CST AAF Piskel, Inc. Warrant, ABA # 021000021, Account # 475580893

Dated: ______________ __, 2013

Name __________________________

(Please Print)

/ / / / - / / /- / / / /  /

(Insert Social Security or Other Identifying Number of Holder)

Address ________________________

________________________

Signature _______________________

This Warrant may only be exercised by presentation to the Warrant Agent at the following location:

Continental Stock Transfer & Trust Company

17 Battery Place, 8^th Floor

New York, NY 10004

Attn: Corporate Actions Department

Telephone Number for Confirmation: (800) 509-5586

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The method of delivery of this Election Form is at the option and risk of the exercising holder and the delivery of this Election Form will be deemed to be made only when actually received by the Warrant Agent and must be received prior to 5:00 p.m., New York City time, on [__________], 2013 (the “Expiration Date”). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery and clearance of payment prior to 5:00 p.m. New York City time, on the Expiration Date.

______________________________

Signature

Signature must conform in all respects to the name of the holder as specified on the face of the Warrant Certificate.

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EX-4.3

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ISSUED PURSUANT TO SECTION 1145 OF THE U.S. BANKRUPTCY CODE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 1145 OF THE BANKRUPTCY CODE OR, IF APPLICABLE, THERE IS AN OPINION FROM COUNSEL TO THE COMPANY THAT SUCH SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE STATUTES.

Date of Issuance: August 16, 2013

WARRANT TO PURCHASE

SHARES OF SERIES A-1 COMMON STOCK OF

PIKSEL, INC.

(fka KIT DIGITAL, INC.)

(Void after August 16, 2023)

This certifies that [_____________], a Delaware limited liability company, or assigns (“Holder”), for value received, is entitled to purchase from PIKSEL, INC., a Delaware corporation, formerly named KIT DIGITAL, INC. (“Company”), [_____________] ([_____________]) fully paid and nonassessable shares of Company’s Series A-1 common stock (the “Stock”), for cash, at a purchase price per share (the “Stock Purchase Price”) equal to $1.098. Holder may also exercise this Warrant on a cashless or “net issuance” basis under certain circumstances as described in Section 1(b) below, and this Warrant shall be deemed to have been exercised in full on such basis on the Expiration Date (hereinafter defined), to the extent not fully exercised prior to such date.

This Warrant is issued pursuant to the certain Third Amended Plan of Reorganization of KIT DIGITAL, INC. (the “Plan”) filed August 4, 2013 and confirmed by Order entered on August 7, 2013 in Case No. 13-11298 (REG) in the United States Bankruptcy Court for the Southern District of New York. The Company is the reorganized debtor under the Plan. Capitalized terms used herein and not otherwise defined in this Warrant shall have the meanings ascribed to them in the Plan, unless the context would otherwise require. Notwithstanding anything to the contrary in this Warrant, at such time as the Company, pursuant to its Amended and Restated Certificate of Incorporation and/or the Plan, reclassifies its shares of Series A-1 and Series A-2 Common Stock as Class A Common Stock, this Warrant shall be exercisable for shares of Class A Common Stock and the term “Stock” as used in this Warrant shall mean and refer to Class A Common Stock.

This Warrant may be exercised at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on August 16, 2023 (the “Expiration Date”), upon surrender to Company at its principal office at 26 West 17^th Street, 2^nd Floor, New York, NY 10011 (or at such other location as Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to further adjustment as provided in Section 4 of this Warrant

This Warrant is subject to the following terms and conditions:

1. Exercise; Issuance of Certificates; Payment for Shares.

(a)          Unless an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of Holder, at any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Stock (but not for a fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. Company agrees that the shares of Stock purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which the Form of Subscription attached hereto shall have been delivered and payment made for such shares. Subject to the provisions of Section 2, certificates for the shares of Stock so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by Company, at Company’s expense, within a reasonable time after the rights represented by this Warrant have been so exercised. Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, Company shall cancel this Warrant and execute and deliver a new warrant or warrants of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to Holder within a reasonable time. Each stock certificate so delivered shall be in such denominations of Stock as may be requested by Holder and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2.

(b)          If a registration statement to register the resale by Holder of the shares of Stock underlying this Warrant is not on file with and has not been declared effective by the United States Securities and Exchange Commission (the “SEC”), Holder, in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time that an effective registration statement is not in effect, to surrender this Warrant and receive that number of shares of Stock computed using the following formula:

Where:	X	=	the number of shares of Stock to be issued to Holder.
	Y	=	the number of shares of Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).
	A	=	the Per Share Price (as defined in Section 1(c) below) of one (1) share of Stock at the time the net issuance election under this Section 1(b) is made.
	B	=	the Stock Purchase Price then in effect.

Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to Company via facsimile, to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific Standard Time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to the Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a positive number for “X”.

(c)          For purposes of Section 1(b), “Per Share Price” means:

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(i)          If Company’s common stock is traded on a securities exchange or actively traded over-the-counter:

(1)         If Company’s common stock is traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of Company’s common stock as quoted on any exchange, as published on Yahoo! Finance (or a successor thereto or equivalent publisher) for the trading day immediately prior to the date of Holder’s election hereunder.

(2)         If Company’s common stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of Company’s common stock for the trading day immediately prior to the date of the Holder’s election hereunder.

(ii)         If (i) is not applicable, the Per Share Price shall be determined in good faith by the Board of Directors of Company based on relevant facts and circumstances at the time of the net exercise under Section 1(b), including in the case of a Change of Control (as defined in Section 4.3(a) hereof), the consideration receivable by the holders of the Stock in such Change of Control and the liquidation preference (including any declared but unpaid dividends), if any, then applicable to the Stock.

2. Limitation on Transfer.

(a)          This Warrant and the Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each holder of this Warrant or the Stock issuable hereunder will cause any proposed transferee of the Warrant or Stock to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2.

(b)          Each certificate representing (i) this Warrant, (ii) the Stock and (iii) any other securities issued in respect of the Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO SECTION 1145 OF THE U.S. BANKRUPTCY CODE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 1145 OF THE BANKRUPTCY CODE OR, IF APPLICABLE, THERE IS AN OPINION FROM COUNSEL TO THE COMPANY THAT SUCH SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE STATUTES.

(c)          Holder and each person to whom this Warrant is subsequently transferred represents and warrants to Company (by acceptance of such transfer) that it will not transfer this Warrant or securities issuable upon exercise hereof, except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for Company, that an exemption from such registration is available.

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3.          Shares to be Fully Paid; Reservation of Shares. Company covenants and agrees that all shares of Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. Company will take all such action as may be necessary to assure that such shares of Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Stock may be listed. Company will not take any action which would result in any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the total number of shares of Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Stock then outstanding and all shares of Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Stock then authorized by Company’s Certificate of Incorporation, or (ii) if the par value per share of the Stock would exceed the Stock Purchase Price.

4.          Adjustment of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon each adjustment of the Stock Purchase Price, Holder shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment.

4.1           Subdivision or Combination of Stock. In case Company shall at any time subdivide its outstanding shares of Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, (i) in case the outstanding shares of Stock of Company shall be combined into a smaller number of shares or (ii) the number of outstanding Shares shall be reduced due to Company repurchasing outstanding Shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.

4.2           Dividends in Stock or Property, Reclassification. If at any time or from time to time the holders of Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(a)          Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into or exchangeable for Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,

(b)          any cash paid or payable otherwise than as a cash dividend, or

(c)          Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 4.1 above),

then and in each such case, Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise had it been the holder of record of such Stock as of the date on which holders of Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property.

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4.3           Change of Control.

(a)          In the event of a Change of Control (as hereinafter defined), this Warrant shall be exercised by Holder pursuant to Section 1(a) or 1(b) immediately prior to the closing thereof (and if Holder fails to so exercise by such time then this Warrant shall be automatically exercised in accordance with Section 1(b) hereof immediately prior to the closing of such transaction). “Change of Control” shall mean any sale or other disposition of all or substantially all of the assets of Company, or any reorganization, privatization, consolidation, or merger of Company where the holders of Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

(b)          [Intentionally Omitted].

4.4           Issuance of Litigation Warrant Shares. Solely to the extent an adjustment would not or does not occur under Section 4.2 hereof, in accordance with the anti-dilution provisions of Section 5.09 of the Plan, simultaneous with the issuance of any Series A-2 Common Stock pursuant to the exercise of Litigation Warrants, the number of shares of Stock exercisable under this Warrant shall be increased by an amount that will enable Holder to acquire upon full exercise of this Warrant immediately after such issuance of Series A-2 Common Stock the same percentage of Common Stock of Company (on a fully diluted basis) as Holder had the right to purchase under this Warrant immediately prior to the issuance of such shares of Series A-2 Common Stock.

4.5           Notice of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of Company. The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by Company’s chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.6           Other Notices. If at any time:

(a)          Company shall declare any cash dividend upon its Stock;

(b)          Company shall declare any dividend upon its Stock payable in stock or make any special dividend or other distribution to the holders of its Stock;

(c)          Company shall offer for subscription pro rata to the holders of its Stock any additional shares of stock of any class or other rights;

(d)          there shall be any capital reorganization or reclassification of the capital stock of Company, or consolidation or merger of Company with, or sale of all or substantially all of its assets to, another entity;

(e)          there shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or

(f)          Company shall take or propose to take any other action, notice of which is actually provided to holders of the Stock;

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then, in any one or more of said cases, Company shall give, by first class mail, postage prepaid, addressed to Holder of this Warrant at the address of such Holder as shown on the books of Company, (i) at least 20 days’ prior written notice of the date on which the books of Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 20 days’ written notice of the date when the same shall take place. Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Stock shall be entitled to exchange their Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be.

4.7           Certain Events. If any change in the outstanding Stock of Company or any other event occurs as to which the other provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors of Company shall make in good faith an adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give Holder of this Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as Holder would have owned had this Warrant been exercised prior to the event and had Holder continued to hold such shares until after the event requiring adjustment.

5.          Issue Tax. The issuance of certificates for shares of Stock upon the exercise of this Warrant shall be made without charge to Holder of this Warrant for any issue tax in respect thereof; provided, however, that Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of this Warrant being exercised.

6.          Closing of Books. Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7.          No Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of Company or any other matters or any rights whatsoever as a stockholder of Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by Holder to purchase shares of Stock, and no mere enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of Company, whether such liability is asserted by Company or by its creditors.

8.          [Intentionally Omitted.]

9.          Registration Rights. Company agrees to make Holder a party, with respect to the shares of Stock issuable upon exercise of this Warrant, to the next registration rights agreement that Company enters into with any of its security holders after the date of this Warrant so that Holder will be entitled to the same registration rights on the same terms that Company provides to such security holders. Company shall take such action as may be reasonably necessary to assure that the granting of such registration rights to Holder does not violate the provisions of any of Company’s charter documents or the rights of prior grantees of registration rights.

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10.         Rights and Obligations Survive Exercise of Warrant. The rights and obligations of Company, of Holder of this Warrant and of the holder of shares of Stock issued upon exercise of this Warrant, contained in Sections 6 and 9 shall survive the exercise of this Warrant.

11.         Modification and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

12.         Notices. Any notice, request or other document required or permitted to be given or delivered to Holder or Company shall be deemed to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by facsimile or (iii) three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the books of Company or to Company at the address indicated therefor in the first paragraph of this Warrant.

13.         Binding Effect on Successors. All of the obligations of Company relating to the Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of Company shall inure to the benefit of the permitted successors and assigns of Holder hereof.

14.         Descriptive Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

15.         Lost Warrants or Stock Certificates. Company represents and warrants to Holder hereof that upon receipt of evidence reasonably satisfactory to Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16.         Fractional Shares. No fractional shares shall be issued upon exercise of this Warrant. Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.

17.         [Intentionally Omitted]

18.         Additional Representations and Covenants of Company. Company hereby represents, warrants and agrees as follows:

18.1         Corporate Power. Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations hereunder.

18.2         Authorization. All corporate action on the part of Company, its directors and stockholders necessary for the authorization, execution, delivery and performance by Company of this Warrant has been taken. This Warrant is a valid and binding obligation of Company, enforceable against Company in accordance with its terms.

18.3         Offering. Pursuant to the Plan and Section 1145 of the federal Bankruptcy Code, the offer, issuance and sale of this Warrant by Company to Holder is, and the issuance of Stock to Holder upon exercise of this Warrant will be, exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws.

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18.4         Stock Issuance. Upon exercise of this Warrant, Company will use its commercially reasonable efforts to cause stock certificates representing the shares of Stock purchased pursuant to the exercise to be issued in the names of Holder, its permitted nominees or assignees, as appropriate at the time of such exercise.

18.5         Certificates and Bylaws. Company has provided Holder with true and complete copies of Company’s Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.

18.6         Financial and Other Reports. From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, Company shall furnish to Holder (i) upon delivery to Company’s Board of Directors, as of the close of each fiscal year of Company, an audited balance sheet and statement of changes in financial position at and as of the end of such fiscal year, together with an audited statement of income for such fiscal year; and (ii) within 45 days after the close of each fiscal quarter of Company, an unaudited balance sheet and statement of cash flows at and as of the end of such quarter, together with an unaudited statement of income for such quarter and a capitalization table. In addition, Company agrees to provide Holder at any time and from time to time, and at Holder’s cost and expense, with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder. Notwithstanding the foregoing, Company shall not be required to furnish to Holder the financial information described in this Section 18.6 in the event such financial information has been previously filed with the SEC via EDGAR.

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8

[Signature page to Warrant]

IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page hereof.

PIKSEL, INC.

By:

Name:

Title:

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To: _____________________________

¨ The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below ________________ (_____) shares (the “Shares”) of Stock of __________ and herewith makes payment of _____________ Dollars ($________) therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, _________, whose address is ___________.

¨ The undersigned hereby elects to convert ______ percent (__%) of the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties to Company.

Dated

Holder:  

By:

Its:

(Address)

(1) Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be issuable upon exercise.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Stock covered thereby set forth herein below, unto:

Name of Assignee Address No. of Shares

Dated

Holder:  

By:

Its:

EXHIBIT “A”

[On letterhead of Company]

Reference is hereby made to that certain Warrant dated August 16, 2013, issued by PIKSEL, INC., a Delaware corporation (the “Company”), to [_____________], a Delaware limited liability company (the “Holder”).

[IF APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].

This certifies that Holder is entitled to purchase from Company __________________________ (____________) fully paid and nonassessable shares of Company's _________ Stock at a price of _________________________ Dollars ($__________) per share (the “Stock Purchase Price”). The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant.

Executed this ___ day of ________________, 20_____.

PIKSEL, INC.

By:

Name:

Title: