Common use of Call Right Clause in Contracts

Call Right. (a) If following the later of the (i) Effective Date and (ii) the six month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 200% of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Date. (d) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.

Call Right. (a) If following Subject to the later provisions of the (i) Effective Date and (ii) the six month anniversary of the date hereofthis Section 10, if the Closing Prices Price for any 20 twenty (20) consecutive Trading Days exceeds 200% of the Exercise Price $0.80 (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided provided, however, that the Call I Right must shall only be exercised exercisable by delivering a Call Notice (as defined below) within 20 ten (10) Trading Days of such period in which the last day of Closing Prices for any twenty (20) consecutive Trading Days have exceeded the Threshold I PeriodPrice. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) 4 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th 30th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Redemption Date. (d) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.

Call Right. (a) If following Subject to the later provisions of this Section 15, if after the Effective Date the closing price of the Company’s Common Stock on its principal Trading Market is equal to or above $10.00 (i) Effective Date and (ii) the six month anniversary of the date hereof, the Closing Prices as adjusted for any 20 consecutive Trading Days exceeds 200% of the Exercise Price stock splits, stock combinations, stock dividends and other similar events) (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”)) for each of fifteen (15) consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “Call I Right”), on twenty (20) days prior written notice in accordance with Section 14(c) below to require the Holder Holder, to exercise up to 50% of redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 15 Trading Days twenty (20) days of receipt of the Call Notice, and provided that the Holder shall is permitted to exercise this Warrant for up pursuant to Section 4 above, the applicable Call Amount Holder may exercise this Warrant in whole or in part in accordance with Section 4(b) 5 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th Trading Day 20th day following the date of receipt of the Call Notice (the “Forced Exercise Redemption Date”) shall be cancelledand become void and of no value. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are is tendered to the Company from the time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Forced Exercise Redemption Date. (dc) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Any Call Notice will be delivered pursuant to this Section 15 shall become null and void), unless from and of no force or effect, if at any time within the beginning of twenty-day period following the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date Call Date, (the “Call Period”a) (i) the Closing Prices Registration Statement shall not be effective as to all of the shares to be issued upon exercise of this Warrant, or the prospectus under the Registration Statement shall not be available for each Trading Day during use by the Holder for the resale of such Call Period exceeds such Threshold Priceshares, or (ii) the Company Common Stock shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) not be quoted for trading on the Forced Exercise Date, Nasdaq SmallCap Market or any other Trading Market (iii) the Equity Conditions (other than as defined in the Notes) are satisfied (or waived in writing by a result of a temporary suspension of trading affecting the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call AmountMarket generally), and (ivb) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein Holder sends a written notice to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after Company within such twenty-day period indicating that it has elected to terminate the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise DateNotice.

Call Right. (a) If following Subject to the later provisions of the (i) Effective Date and (ii) the six month anniversary of the date hereofthis Section 11, if the Closing Prices for any 20 twenty (20) consecutive Trading Days exceeds 200100% of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on 30 Trading Days prior written notice in accordance with Section 14(c) below to require the Holder Holder, to exercise up to 50% of redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided provided, however, that the Call I Right must shall only be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, exercisable during a period in which the Closing Prices for any 20 the twenty (20) consecutive Trading Days exceeds 300% of immediately preceding the Exercise Price Call Date (the “Threshold II Price”, and together with as defined below) have exceeded the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (ca) To exercise a this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th 30th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Redemption Date. (db) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Redemption Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such 90% of the Threshold Price, and (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Redemption Date.

Call Right. (a) If following Subject to the later provisions of the (i) Effective Date and (ii) the six month anniversary of the date hereofthis Section 10, if the Closing Prices Price for any 20 twenty (20) consecutive Trading Days exceeds 200% of the Exercise Price $1.00 (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on 30 Trading Days prior written notice in accordance with Section 14(c) below to require the Holder Holder, to exercise up to 50% of redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided provided, however, that the Call I Right must shall only be exercised exercisable within 20 ten (10) Trading Days of such period in which the last day of Closing Prices for any twenty (20) consecutive Trading Days have exceeded the Threshold I PeriodPrice. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th 30th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Redemption Date. (d) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.

Call Right. (a) If following Subject to the later provisions of this Section 11, if at any time after the (i) Effective Date and (ii) the six month anniversary of the date hereofDate, the Closing Prices Price of the Common Stock on the NASDAQ National Market is equal to or greater than $10 per share (as adjusted for any 20 consecutive Trading Days exceeds 200% of the Exercise Price stock splits, stock combinations, stock dividends and other similar events) (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”)) for each of any thirty (30) consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “Call I Right”), on ten (10) Trading Days prior written notice in accordance with Section 14(c) below to the Holder, to require that the Holder to exercise up to 50% of any unexercised portion of this Unit Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 15 10 Trading Days of receipt of the Call Notice, and provided that the Holder is permitted to exercise this Unit Warrant pursuant to Section 4(a) above, the Holder shall exercise this Warrant for up to the applicable extent of the Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Date”) shall be cancelled. Any unexercised portion of this Unit Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are is tendered to the Company from the time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Forced Exercise Date10th Trading Day following the Call Notice. (dc) Notwithstanding anything to the contrary set forth in this Unit Warrant, the Company may not require the cancellation of any unexercised deliver a Call Amount Notice (and any Call Notice will be void), unless from the beginning of the 20 thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date date on which the Holder exercises the Call Amount (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Unit Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, Call Date and (iiiii) the Equity Conditions (Registration Statement shall be effective as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of and the Call Amount, and (iv) prospectus thereunder available for use by the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised Holder for the Call Amount on the Forced Exercise Dateresale all such Underlying Shares.

Call Right. (a) If following the later of the (i) Effective Date and (ii) the six month anniversary of the date hereofDate, the Closing Prices for any 20 consecutive Trading Days exceeds 200150% of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c15(b) below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereofHolder, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (cb) To exercise a this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable entire Call Amount in accordance with Section 4(b) above. Any portion of The date on which the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th Trading Day following the date of receipt of the Call Notice (is referred to herein as the “Forced Exercise Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Date. (d) . Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (ec) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.in

Call Right. (a) If following Subject to the later provisions of this Section 12, if at any time after the (i) Effective Date and (ii) the six month anniversary of the date hereofDate, the Closing Prices for any 20 consecutive Trading Days exceeds 200Price of the Common Stock on the NASDAQ National Market is equal to or above 140% of the Exercise Price (as adjusted for any stock splits, stock combinations, stock dividends and other similar events) (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”)) for each of any thirty consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “Call I Right”), on 10 Trading Days prior written notice in accordance with Section 14(c) below to require the Holder Holder, to exercise up to 50% of cancel any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered prior to the Cancellation Date (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a the Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), ) indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 15 10 Trading Days of receipt of the Call Notice, and provided that the Holder shall is permitted to exercise this Warrant for up pursuant to Section 4(a) above, the applicable Call Amount Holder may exercise this Warrant in whole or in part in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th 10th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Cancellation Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are is tendered to the Company from the time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Forced Exercise Redemption Date. (dc) Notwithstanding anything to the contrary set forth in this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), ) unless from the beginning of the 20 thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date date on which the Holder exercises the Call Amount (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Call Date, (ii) the Registration Statement shall be effective as to all Underlying Shares and the prospectus thereunder available for use by the Holder for the resale all such Underlying Shares, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) Closing Price on each Trading Day with respect to all Underlying Shares issuable upon exercise of during the Call Amount, Period is greater than the Threshold Price and (iv) the average daily trading volume Equity Conditions are satisfied with respect to all Common Stock and Underlying Shares then issuable upon conversion in full of all the outstanding Series B Preferred Stock and Warrants. (d) Upon the earlier of (i) the exercise of the Warrant pursuant to the Call Notice in Section 12(b) or (ii) the Cancellation Date, the Company shall issue and deliver to the Holder an Exchange Warrant (the “Exchange Warrant”) entitling the Holder to purchase up to such number of shares of Common Stock equal to the Call Amount and containing the same terms and conditions as reported on Bloombergthis Warrant except that (x) the maturity date of the Exchange Warrant shall be seven (7) years from the date of issuance of such Exchange Warrant, L.P. during such Call Period and (determined by calculating y) the exercise price shall equal 130% of the arithmetic average of the daily trading volume Volume Weighted Average Prices for each the five Trading Day in such Days preceding the Cancellation Date. If the Company fails to deliver an Exchange Warrant when due under this Section 12(d), at Holder’s option, the Call PeriodNotice issued pursuant to the Company’s right under Section 12(b) is greater than 100,000 sharesshall be void and of no effect. (e) Notwithstanding anything herein to In the contrary, (i) in connection with event that at any time after the Effective Date the Closing Price of the Company’s exercise Common Stock on the NASDAQ National Market is equal to or above Threshold Price for each of any thirty consecutive Trading Days, then the Holder shall have the right, but not obligation, to require the Company to issue a Call Right, Notice pursuant to Section 12(b) to redeem all or any portion of the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date unexercised portion of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable in accordance with this Warrant to be exercised for the Call Amount on the Forced Exercise DateSection 12.

Call Right. (a) If following Subject to the later provisions of this Section 12, if at any time after the Effective Date, the VWAP of the Common Stock on the Company’s Trading Market is equal to or above $10.50 (i) Effective Date and (ii) the six month anniversary of the date hereof, the Closing Prices as adjusted for any 20 consecutive Trading Days exceeds 200% of the Exercise Price stock splits, stock combinations, stock dividends and other similar events) (the “Threshold I Price”, and such 20 day period, ) for each of any twenty consecutive Trading Days occurring after the “Threshold I Period”)second anniversary of the Effective Date, then the Company will at any time thereafter shall have the right, but not the obligation (the “Call I Right”), on 20 Trading Days prior written notice in accordance with Section 14(c) below to require the Holder Holder, to exercise up to 50% of cancel any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered prior to the Cancellation Date (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a the Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), ) indicating the applicable Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 15 20 Trading Days of receipt of the Call Notice, and provided that the Holder shall is permitted to exercise this Warrant for up pursuant to Section 4 above, the Holder may exercise this Warrant in whole or in part be delivering to the applicable Call Amount Company an Exercise Notice in accordance with Section 4(b) 4 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th 20th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Cancellation Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount Amount, provided that are tendered from such Exercise Notice is in proper form, duly signed and delivered accompanied by full payment of the Call Date through Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice) in accordance with Section 4 above and including is received by the Company prior to 6:30 p.m. (New York City time) on the Forced Exercise Cancellation Date. (dc) Notwithstanding anything to the contrary set forth in this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), ) unless from the beginning of the 20 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Cancellation Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered in accordance with Section 4 above by 6:30 p.m. (New York City time) on the Forced Exercise Call Date, (ii) the Registration Statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Holder for the resale all such Warrant Shares, or the Warrant Shares qualify for resale without restriction under Rule 144(k), (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise average of the VWAP for the Trading Days during the Call AmountPeriod is equal to or greater than the Threshold Price, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating Company has not breached any of its material obligations under the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 sharesTransaction Documents. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.

Call Right. (a) If following the later of Company has fully repaid the (i) Effective Date and (ii) Obligations prior to the six month one year anniversary of the date hereofof issuance of this Warrant, and subject to the provisions of this Section 14.6, the Closing Prices for any 20 consecutive Trading Days exceeds 200% Company shall have the right to purchase all (but not less than all) of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (from the “Call I Amount”); provided that Holder. The Company may exercise its call right on the Call I Right must be exercised within 20 Trading Days date of repayment of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior Obligations by providing written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a Call Right, the Company shall deliver to the Holder an irrevocable written notice (a the “Call Notice”), indicating . Any exercise by the applicable Call AmountCompany of its call right shall be irrevocable. The date that closing of the purchase by the Company, and the sale by the Holder, of this Warrant, following exercise by the Company delivers the Call Notice to the Holders will be referred to as of its call right (the “Call Date.” Within 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise DateClosing”) shall be cancelledheld at the principal office of Holder or its legal counsel on the second (2nd) business day following Holder’s receipt of the Company’s Call Notice. Any At the Call Closing, Holder shall deliver the unexercised portion of this Warrant to which the Company against receipt from the Company of the aggregate Call Notice does not pertain Price (the as defined below) therefor in cash by wire transfer of immediately available funds to Holder’s designated account. As used herein: “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect Price” shall mean prior to the Call Amount that are tendered from six-month anniversary of the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Date. (d) Notwithstanding anything to the contrary set forth in date of this Warrant, the Company may not require higher of (a) $125,000 and (b) the cancellation of any unexercised Call Amount (Current Market Price, and any Call Notice will be void), unless from the beginning after such six-month anniversary of the 20 consecutive Trading Days used to determine whether date of this Warrant, the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date higher of (the “Call Period”a) $250,000 and (ib) the Current Market Price. If Holder tenders this Warrant at the Call Closing Prices for each Trading Day during such and the Company fails to tender payment of the required aggregate Call Period exceeds such Threshold PricePrice at the Call Closing, (ii) then the Company’s call right shall thereupon terminate and be of no force or effect, notwithstanding its previous exercise thereof, and the Company shall have honored in accordance with the terms indemnify Holder against all costs, expenses (including without limitation reasonable attorneys’ fees), losses and damages paid, suffered or incurred by Holder as a result of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a such call right and failure to tender such aggregate Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise DatePrice.

Call Right. (a) If Subject to the provisions of this Section 10, at any time following the later earlier of the (i) Effective Date and (iix) the six month anniversary of date following the date hereof, on which a Registration Statement has been continuously effective and available for use by the Closing Prices Holder to resell Warrant Shares for any 20 10 consecutive Trading Days exceeds 200% of and (y) 150 days following the Exercise Price (the “Threshold I Price”, and such 20 day periodClosing Date, the “Threshold I Period”), then the Company will have the right, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of any unexercised may call for cancellation a portion or all of this Warrant for which an Exercise Notice a Form of Election to Purchase has not yet been delivered (the “Call I Amount”); provided that by 6:30 p.m. on the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. Date (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”as defined below), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) . To exercise a Call Rightthis right, the Company shall must deliver to the Holder an irrevocable written notice (a “"Call Notice”"), indicating therein that this Warrant shall be cancelled. If the applicable conditions for such Call Amount. The are satisfied from the period from the date that the Company delivers of the Call Notice to the Holders will be referred to as the “Call Date.” Within 15 Trading Days of receipt of through and including the Call NoticeDate (as defined below), the Holder shall exercise then this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by shall be cancelled at 6:30 p.m. (New York City time) on the 15th tenth Trading Day following after the date of receipt of the Call Notice is received by the Holder (such date, the “Forced Exercise "Call Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice"). The Company covenants and agrees that it will honor any Exercise Notice all Forms of Election to Purchase with respect to the Call Amount Warrant Shares that are tendered from the time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Forced Exercise Call Date. (db) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount this Warrant (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) unless, (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice all Forms of Election to Purchase delivered by 6:30 p.m. (New York City time) on the Forced Exercise Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale all such Warrant Shares and (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof Common Stock shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised listed or quoted for the Call Amount trading on the Forced Exercise DateNasdaq Stock Market.

Call Right. (a) If following Subject to the later provisions of the (i) Effective Date and (ii) this Section 11, if after the six month anniversary of the date hereofEffective Date, the Closing Prices for any 20 twenty (20) consecutive Trading Days exceeds 200% of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”"THRESHOLD PRICE"), then the Company will have the right, but not the obligation (the “Call I Right”"CALL RIGHT"), on 20 Trading Days prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”"CALL AMOUNT"); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a “Call Notice”"CALL NOTICE"), indicating the applicable Call AmountAmount and (b) an Exchange Warrant (as defined below). The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date"CALL DATE.” " Within 15 10 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th 10th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Date”"REDEMPTION DATE") shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”"REMAINING PORTION") will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Redemption Date. (dc) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Redemption Date (the “Call Period”"CALL PERIOD") (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Call Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (ivii) the average daily trading volume Registration Statement shall be effective as reported on Bloombergto all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale all such Warrant Shares. Notwithstanding anything to the contrary set forth in this Warrant, L.P. during such the Company may not deliver a Call Period Notice or require the cancellation of any unexercised Call Amount (determined by calculating and any Call Notice will be void), unless from the arithmetic average beginning of the daily trading volume twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, the Closing Prices for each Trading Day during such period exceeds the Threshold Price. (d) Concurrently with the delivery of a Call Notice, the Company shall issue and deliver to the Holder an Exchange Warrant (the "EXCHANGE WARRANT"), containing the same terms and conditions as this Warrant, except that (i) the Exchange Warrant will entitle the Holder to purchase up to such number of shares of Common Stock equal to the amount of Warrant Shares indicated in the Call Notice as being subject to such Call PeriodNotice, and (ii) the "Exercise Price" for the Exchange Warrant will equal 120% of the Closing Price on the Trading Day immediately preceding the Call Date. Any Call Notice that is greater than 100,000 sharesdelivered without an Exchange Warrant meeting the requirements of this Section 11(d) will be void and of no effect. (e) Notwithstanding anything herein to the contrarycontrary herein, if after the Effective Date the average of the Closing Prices for any 20 consecutive Trading Days exceeds 250% of the Exercise Price, then the Holder shall have the right to send the Company a written notice (ithe "HOLDER NOTICE") in connection requiring the Company to exercise its Call Right with respect to all or any portion of this Warrant; provided, however, if the Company’s Holder elects to require the Company to exercise of a its Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 Company shall not apply and (ii) if after be required to issue any Exchange Warrant otherwise issuable as a result of such Call Right. Upon receipt of the Holder Notice, the Company shall issue the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior Notice to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable Holder in accordance with this Warrant to be exercised for the Call Amount on the Forced Exercise DateSection 11.

Call Right. (a) If following Subject to the later provisions of this Section 10, if after the Effective Date the closing sales price of the (i) Effective Date and (ii) the six month anniversary of the date hereof, the Closing Prices Common Stock as reported by Bloomberg Financial L.P. for any 20 twenty consecutive Trading Days (the "Measurement ----------- Price") exceeds 200% of the Exercise Price measured on the date of the issuance ----- of this Warrant (but subject to equitable adjustment in the event of stock splits, stock combinations and similar events affecting the Common Stock after the date of original issuance of this Warrant) (the “"Threshold I Price”, and such 20 day period, the “Threshold I Period”"), then the --------------- Company will have the right, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of may call for cancellation any unexercised portion of this Warrant for which an Exercise Notice a Form of Election to Purchase has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) delivered. To exercise a Call Rightthis right, the Company shall must deliver to the Holder an irrevocable written notice (a “"Call ---- Notice”"), indicating therein the applicable portion of unexercised portion of this Warrant ------ to which such notice applies. If the conditions for such Call Amount. The are satisfied from the period from the date that the Company delivers of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Form of Election to Purchase shall not have been received from and after the Holders will be referred to as the “Call Date.” Within 15 Trading Days of receipt date of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by Notice will be cancelled at 6:30 p.m. (New York City time) on the 15th tenth Trading Day following after the date of receipt of the Call Notice is received by the Holder (such date, the “Forced Exercise "Call Date”) shall be cancelled"). Any unexercised portion of --------- this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The In furtherance thereof, the Company covenants and agrees that it will honor any Exercise Notice all Forms of Election to Purchase with respect to the Warrant Shares subject to a Call Amount Notice that are tendered from the time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Forced Exercise Call Date. The parties agree that any Form of Election to Purchase delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Form of Election to Purchase in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, through the Expiration Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 10, the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered Forms of Election to Purchase. (db) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount this Warrant (and any Call Notice will be void), unless unless, from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) Date, (i) the Closing Prices for each Trading Day during such Call Period Measurement Price equals or exceeds such the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice all Forms of Election to Purchase delivered by 6:30 p.m. (New York City time) on the Forced Exercise Call Date, (iii) the Equity Conditions (Registration Statement shall be effective as defined in to all Warrant Shares and the Notes) are satisfied (or waived in writing prospectus thereunder available for use by the applicable Holder) on each Trading Day with respect to Holder for the resale all Underlying such Warrant Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof Common Stock shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised listed or quoted for the Call Amount trading on the Forced Exercise DateNasdaq Stock Market.

Call Right. (a) If following the later of the (i) Effective the Registration Statement covering all of the shares of Common Stock (the “Company Shares”) issuable upon exercise of all of the Company Warrants is effective and a current prospectus relating to the Company Shares issuable upon exercise of all of the Company Warrants is available, in each case at all times from and including the date that the applicable Call Notice (as defined below) is sent by the Company through and including the fourth Trading Day after the applicable Call Date (as defined below), or, if the Holder shall have duly exercised all or any portion of this Warrant by 5:00 p.m., New York City time, on such Call Date, through and including the date of delivery to the Holder of the Warrant Shares issuable upon such exercise, (ii) the six month two-year anniversary of the date hereof, Original Issue Date has occurred (iii) the Closing Prices average of the Market Price of the Common Stock for any 20 consecutive Trading Days within a 30-Trading Day period ending no more than three Trading Days prior to the date on which the Call Notice is delivered to the Holder (such 30-Trading Day period hereinafter called the “Measurement Period”) equals or exceeds 200% $3.84 (the "Threshold Price”) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Exercise Price Common Stock that occur after the Original Issue Date), (iv) no Restrictive Legend Event has occurred and is continuing and (v) the “Threshold I Price”, and such 20 day period, the “Threshold I Period”)Common Stock is then listed on a Trading Market, then the Company will have may, no more than three Trading Days after the rightlast day of such Measurement Period, but not obligation (the “Call I Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of call for cancellation all or any unexercised portion of the outstanding Company Warrants (including, without limitation, this Warrant Warrant) for which an a Notice of Exercise Notice has not yet been delivered (the such right, a “Call I AmountCall”); provided that . Any Call by the Call I Right must Company of only a portion of the Company Warrants (including, without limitation, this Warrant) shall be exercised within 20 Trading Days on a pro rata basis among all the outstanding Company Warrants (including, without limitation, this Warrant) based upon the number of shares of Common Stock issuable upon exercise of all of the last day Company Warrants for which a Notice of the Threshold I PeriodExercise has not yet been delivered. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a Call RightCall, the Company shall must deliver to each registered holder of a Company Warrant (including, without limitation, the Holder of this Warrant) an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of the Company Warrants registered in the name of such holder to which such Call Notice applies and the time and date by which such portion of such Company Warrants must be exercised to avoid cancellation thereof as described below. Deposit of such Call Notice with a recognized overnight delivery service or with the U.S. Postal Service within the above three Trading Day period shall be considered a timely Call. If the conditions set forth above for such Call are satisfied (including, without limitation, the condition set forth in clause (i) of Section 4(a)), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise and (unless the exercise is to be by cashless exercise pursuant to Section 3(a)(ii)) the applicable Call Amount. The aggregate Exercise Price shall not have been received by 5:00 p.m., New York City time, on the 60th calendar day after the date that the Company delivers the Call Notice is sent to the Holders will be referred to as Holder or, if such day is not a Business Day, the next succeeding Business Day (such date, the “Call Date.” Within 15 Trading Days of receipt of the Call Notice”) will be cancelled automatically immediately after 5:00 p.m., the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) , on the 15th Trading Day following the date of receipt of the such Call Notice (the “Forced Exercise Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The In furtherance thereof, the Company covenants and agrees that it will honor any all Notices of Exercise Notice with respect to the Warrant Shares subject to a Call Amount Notice that are tendered from tendered, with (unless the Call Date exercise is to be by cashless exercise pursuant to Section 3(a)(ii)) the applicable aggregate Exercise Price through and including 6:30 p.m. (5:00 p.m., New York City time, on the Call Date. Any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 of such Warrant Shares, and (z) prior to 5:00 p.m., New York City time, on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Forced Exercise Date. Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (d2) Notwithstanding anything the Company, in the time and manner required under Section 3, will issue and deliver to the contrary Holder 50 Warrant Shares (or such lesser number of Warrant Shares as shall be issuable in the event of cashless exercise pursuant to Section 3(a)(ii)) in respect of the exercise following receipt of the Call Notice, and (3) the Holder may, until the Expiration Time, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). The Company may, on the terms and subject to the conditions set forth in this WarrantSection 4, deliver subsequent Call Notices for any unexercised portion of the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 sharesWarrants. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.

Call Right. (a) If following the later of Company shall not have completed its Initial Public Offering prior to the (i) Effective Date and (ii) the six month fifth anniversary of the date hereofhereof and any Designated Regions Holder thereafter shall make a request for a Demand Registration for the Initial Public Offering pursuant to Section 4.3(b)(x), the Closing Prices for any 20 consecutive Trading Days exceeds 200% Company shall have the right (but not the obligation), in lieu of effecting the Regions Demand Registration so requested, to purchase (or cause its designee to purchase), at a purchase price equal to the Fair Market Value thereof, all but not less than all of the Exercise Price Registrable Securities proposed by the Designated Regions Holders to be included in such Demand Registration (the “Threshold I PriceCall Option Shares”, and ). Such option (the “Call Option”) shall be exercisable upon delivery of a written notice (the “Call Option Notice”) by the Company to each Regions Stockholder that requested the inclusion of Shares in such 20 Demand Registration (the “Call Option Sellers”) within sixty (60) days after receipt by the Company of the written request pursuant to Section 4.3(b)(x). During such 60-day period, the “Threshold I Period”), then Regions Designated Holder and the Company will have shall negotiate in good faith to determine the rightFair Market Value; provided, but however, if the Regions Designated Holder and the Company cannot obligation (agree on the “Call I Right”), Fair Market Value on or prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last 10th day of the Threshold I Period. (b) If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 60-day period, then at any time after the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last 10th day of the Threshold II Period. (c) To exercise a Call Right, the Company shall deliver engage an independent nationally recognized investment banking firm to determine the Holder an irrevocable written notice (a “Fair Market Value within such 60-day period. If the Call Notice”), indicating Option is not exercised within such 60-day period by the applicable Call AmountCompany it shall be deemed to be waived. The date that the Company delivers the Call Option Notice to the Holders will once delivered shall be referred to as the “Call Date.” Within 15 Trading Days of receipt irrevocable. The purchase of the Call NoticeOption Shares shall occur no later than the 30th day (or if such day is not a Business Day, the Holder shall exercise this Warrant for up to first Business Day thereafter) following the applicable Call Amount in accordance with Section 4(b) above. Any portion delivery of the Call Amount that is not exercised by 6:30 p.m. (New York City time) Option Notice. Delivery of certificates or other instruments evidencing the Call Option Shares, duly endorsed for transfer and free and clear of all liens, shall be made on such date against payment in cash of the 15th Trading Day following purchase price therefor. At the date of receipt closing, all the parties to the transaction shall execute such additional documents and take such further actions as are otherwise reasonably necessary or appropriate to effect the purchase and sale of the Call Notice (the “Forced Exercise Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise DateOption Shares. (d) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares. (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.

Call Right. (a) If following Upon the later terms and subject to the conditions set forth herein and subject to the consummation of the (i) Effective Date and (ii) Merger, Seller hereby grants to Buyer an option to purchase on the six month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 200% of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), then the Company will have the rightterms set forth hereunder all, but not obligation less than all, of the P▇▇▇▇▇▇ Interests (the “Call I Right”) and Seller agrees that, upon receipt of a valid Call Notice (as defined below) from Buyer, Seller shall transfer and sell or cause to be transferred and sold to Buyer the P▇▇▇▇▇▇ Interests for the applicable Purchase Price (as specified below), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call I Amount”); provided that the Call I Right must be exercised within 20 Trading Days of the last day of the Threshold I Period. (b) If Buyer may exercise the Call Right at any time after the Effective Time (as defined in the Merger Agreement) and on or prior to the thirtieth (30th) day following the 24 month anniversary Sixth Anniversary Financial Statement Delivery Date by delivering to Seller a written notice of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price exercise (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the applicable Call Amountwhich notice shall be binding and irrevocable. The date that purchase and sale of the Company delivers P▇▇▇▇▇▇ Interests in connection with the exercise of the Call Notice to the Holders will be referred to as Right (the “Call Date.” Within 15 Trading Days of receipt Closing”) shall take place within sixty (60) days following the delivery of the Call Notice; provided, however, that if any notification or approval is required to be obtained from any Governmental Entity in connection with the consummation of the transactions contemplated hereby, the Holder Call Closing shall exercise this Warrant for up take place as soon as practicable following receipt of such approval or the expiration of any applicable waiting period. Subject to extension as provided in (c) below, if the Call Right is not validly exercised on or prior to the applicable thirtieth (30th) day following the Sixth Anniversary Financial Statement Delivery Date, then the Call Amount in accordance with Section 4(bRight shall automatically terminate. (c) above. Any portion (i) If, as of the Call Amount that is calendar month immediately preceding the sixth anniversary of the Effective Time, the EPE Entities have not exercised by 6:30 p.m. achieved the Threshold OIBDAN (New York City time) based on the 15th Trading Day applicable OIBDAN Certifcate or OIBDAN Notice provided in Section 4.1(b) and (c), as the case may be), Buyer shall have the right (exercisable by written notice to Seller on or before the ninetieth day following the date of Buyer’s receipt of the OIBDAN Ceritifcate or the tenth day following Buyer’s receipt of the OIBDAN Notice, as the case may be) to extend the deadline to exercise Call Notice Right (the “Forced Exercise Date”without further payment or obligation to Seller) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Forced Exercise Date. (d) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the applicable Threshold Price through the Forced Exercise Seventh Anniversary Financial Statement Delivery Date (the “Call PeriodFirst Extended Deadline”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Underlying Shares issuable upon exercise of the Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in such Call Period) is greater than 100,000 shares). (e) Notwithstanding anything herein to the contrary, (i) in connection with the Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Call Right is exercised, the stated Expiration Date of this Warrant would occur prior to the Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date solely to the extent necessary to enable this Warrant to be exercised for the Call Amount on the Forced Exercise Date.