Common use of Warrant Call Clause in Contracts

Warrant Call. (a) If at any time the current market value of a share of Common Stock (determined in accordance with Section 11 hereof) equals or exceeds three times the Exercise Price then in effect for a period of 20 consecutive trading days then, at any time during the five trading day period following the last day of such 20 day period the Company may, at its option, accelerate the expiration of the Warrants to a date not less than 30 days from the date written notice thereof (the "Call Notice") is sent to the Registered Holders of the Warrants provided (i) a registration statement covering the Warrant Shares filed under the Act has been declared effective and remains effective on the date fixed for expiration of the Warrants (the "Call Date"), (ii) the Warrants and Warrant Shares are not subject to a lock-up agreement and (iii) on each day during such 20 consecutive day trading period the Common Stock was traded on a national securities exchange, included for quotation on the Nasdaq SmallCap Market or National Market System or reported by the NASD Over the Counter Bulletin Board. (b) If the conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to accelerate the exercise date of the Warrants, it shall mail a Call Notice to each of the Registered Holders of the Warrants, first class, postage prepaid, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The Call Notice shall specify (i) the Call Date, which shall be no later than the 60th day following the last day of the 20 consecutive day trading period referred to in Section 9(a), and (ii) that the right to exercise the Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such acceleration of the Expiration Date except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that the Call Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. After 5:00 p.m. (New York time) on the Call Date, Registered Holders of the Warrants shall have no further rights and such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates shall cease.

Warrant Call. (a) If at At any time after the current market value of a share of Common Stock (determined in accordance with Section 11 hereof) equals or exceeds three times Registration Statement is declared effective, the Exercise Price then in effect for a period of 20 consecutive trading days then, at any time during the five trading day period following the last day of such 20 day period the Company mayIssuer, at its option, accelerate may call all or a portion of this Warrant by providing the expiration Holder of the Warrants to a date not less than 30 this Warrant ten (10) days from the date prior written notice thereof pursuant to Section 13 (the "Call Notice") is sent ); provided, however, that prior to the Registered Holders ninetieth (90th) day after the Effectiveness Date the Issuer may not provide Call Notices to holders of the any Warrants provided (i) a registration statement covering the Warrant Shares filed under the Act has been declared effective and remains effective on the date fixed for expiration of the Warrants (the "Call Date"), (ii) the Warrants and Warrant Shares are not subject to a lock-up agreement and (iii) on each day during such 20 consecutive day trading period the Common Stock was traded on a national securities exchange, included for quotation on the Nasdaq SmallCap Market or National Market System or reported by the NASD Over the Counter Bulletin Board. (b) If the conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to accelerate the exercise date of the Warrants, it shall mail a Call Notice to each of the Registered Holders of the Warrants, first class, postage prepaid, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed more than in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) aggregate 1,000,000 shares of Warrant Stock. The Call Notice shall specify set forth a minimum Warrant Price (the "Minimum Warrant Price") below which the Holder may not purchase the shares of Warrant Stock subject to the Call Notice (the "Minimum Warrant Price Restriction"). The Holder shall have the option to exercise this Warrant within ten (10) days after receipt of the Call Notice at a Warrant Price per share equal to 93% of the VWAP for the five (5) Trading Days following the date of issuance of the Call Notice, provided, such Warrant Price as adjusted herein is equal to or greater than the Minimum Warrant Price. The rights and privileges granted pursuant to this Warrant with respect to such shares of Warrant Stock subject to the Call Notice shall terminate ten (10) days after the Call Notice is received by the Holder if this Warrant is not exercised (other than due to the Minimum Warrant Price Restriction) with respect to such shares of Warrant Stock by the Holder during such ten (10) day period. In the event this Warrant is not exercised with respect to such shares of Warrant Stock subject to the Call Notice, the Holder will surrender to the Issuer the unexercised Warrant certificate and the Issuer will remit to the Holder (i) $.01 for each share of Warrant Stock subject to the Call Date, which shall be no later than the 60th day following the last day of the 20 consecutive day trading period referred to in Section 9(a), Notice and (ii) that a new Warrant representing the right number of shares of Warrant Stock, if any, which shall not have been subject to exercise the Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such acceleration of the Expiration Date except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that the Call Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinNotice. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. After 5:00 p.m. (New York time) on the Call Date, Registered Holders of the Warrants shall have no further rights and such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates shall cease.

Warrant Call. (a) If at any time The Company hereby grants to the current market value of a share of Common Stock (determined in accordance with Section 11 hereof) equals or exceeds three times Warrant Holder, subject to the Exercise Price then in effect for a period of 20 consecutive trading days thenterms set forth herein, the right to purchase at any time during the five trading day period following the last day of such 20 day period the Company may, at its option, accelerate the expiration of the Warrants to a date not less than 30 days from the date written notice thereof (the "Call Notice") is sent to the Registered Holders of the Warrants provided (i) a registration statement covering the Warrant Shares filed under the Act has been declared effective and remains effective term commencing on the date fixed for expiration that the Company has amended its certificate of incorporation to increase its authorized capital to permit the exercise of all of the Warrants (the "Call “Commencement Date"”) and ending at 5:30 p.m., New York time, on the second (2nd) anniversary of the Commencement Date hereof (the “Expiration Date”) __________ shares of Common Stock (the “Shares”), (ii) the Warrants and Warrant Shares are not at an initial exercise price of US $0.85 per share, subject to a lock-up agreement and adjustment as provided in Section 3 hereof (iii) on each day during such 20 consecutive day trading period as in effect from time to time, the Common Stock was traded on a national securities exchange, included for quotation on the Nasdaq SmallCap Market or National Market System or reported by the NASD Over the Counter Bulletin Board“Exercise Price”). (b) If Notwithstanding anything herein to the conditions set forth contrary, if after the Commencement Date, the closing bid price of the Common Stock equals or exceeds US $2.20 per share for 20 consecutive trading days, which period shall have commenced only after the Commencement Date (such period the “Threshold Period”), the Company may, within 2 trading days after the end of any such Threshold Period, deliver a written notice to the Warrant Holder (a “Forced Exercise Notice”) to cause the Warrant Holder to exercise this Warrant in Section 9(aits entirety within five trading days (such fifth trading day, the “Forced Exercise Date”), after which date this Warrant shall immediately expire and be of no further force and effect, provided, however, that the Registration Statement (as defined in the Registration Rights Agreement) are metmust have been continuously effective during the Threshold Period. The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company desires to exercise its right to accelerate shall not be effective, unless the exercise date Registration Statement covering the resale of the Warrants, it shall mail a Call Notice to Shares remains effective on each of trading day occurring during the Registered Holders of applicable Threshold Period through and including the Warrants, first class, postage prepaid, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such noticeForced Exercise Date. (c) The Call Notice shall specify (i) the Call Date, which shall be no later than the 60th day following the last day of the 20 consecutive day trading period referred to in Section 9(a), and (ii) that the right to exercise the Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such acceleration of the Expiration Date except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that the Call Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. After 5:00 p.m. (New York time) on the Call Date, Registered Holders of the Warrants shall have no further rights and such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates shall cease.