Common use of Right to Call Clause in Contracts

Right to Call. The Company may call this Warrant for redemption upon written notice (“Call Notice”) to all purchasers of the Warrants pursuant to the transactions contemplated by the Underwriting Agreement if the closing price of the Common Stock exceeds $1.50 (as adjusted for reverse and forward stock splits, recapitalizations and similar transactions following the Initial Exercise date) for ten (10) consecutive Trading Days (“Measurement Period”), as reported by Bloomberg, provided that there is an effective registration statement covering the issuance of the Warrant Shares on each day during the Measurement Period and during the Exercise Period. Such Call Notice shall be delivered within one Trading Day of the end of the Measurement Period. In the thirty (30) calendar days following the date the date of delivery of the Call Notice in accordance with Section 3 hereof (the “Exercise Period” and the 30th calendar day following the delivery of the Call Notice, the “Call Date”), the Holder may choose to exercise this Warrant or a portion of the Warrant and the Company covenants and agrees that the Company shall honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants 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. Any Warrant Shares subject to a Call Notice that are not exercised by 6:30 p.m. (New York City time) on the last day of the Exercise Period will be redeemed by the Company at $0.001 per share; provided, however, that the Company shall have no right of redemption on any Warrant Shares subject to a Call Notice if the issuance of such Warrant Shares upon an exercise by the Holder would cause a breach of the Beneficial Ownership Limitation. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 3(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.