Common use of Call Event Clause in Contracts

Call Event. At any point after which the VWAP of the Common Stock for a minimum of 20 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price (a “Call Event”), the Company may, at its option, provide written notice of such Call Event to all, but not less than all, holders of Warrants (as defined in the Securities Purchase Agreement) within 10 Trading Days after the occurrence of the Call Event, in which case, the date that is ten business days after the Company has provided such written notice to all such holders of a Call Event shall be the “Call Event Expiration Date.” For the avoidance of doubt, at 11:59 p.m., New York City time on the Call Event Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value as further set forth below in this Section 12. Notwithstanding the foregoing, a notice of a Call Event shall not be effective with respect to the Holder unless (i) one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto, and the Holder is able to sell all such shares pursuant to such Registration Statement(s) through the Call Event Expiration Date, (ii) on each Trading Day during the thirty (30) Trading Day period immediately preceding the Call Event Expiration Date (the “Requisite Period”), all of the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are freely tradable, without restriction (subject to compliance with prospectus delivery requirements to the extent applicable), on an Eligible Market (other than such shares which are properly excluded from one or more Registration Statements pursuant to the terms of the Registration Rights Agreement), (iii) on each day during the Requisite Period, the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are designated for listing on an Eligible Market and shall not have been suspended from trading on such exchange, (iv) the Company shall have, at all times during the Requisite Period, delivered shares of Common Stock upon exercise of the Warrants held by a Holder on a timely basis in accordance with the provisions of the Securities Purchase Agreement and this Warrant, and (v) the Holder is able to sell all shares issuable upon exercise of the Warrants held by the Holder at all times through the Call Event Expiration Date without any liability under Section 16(b) of the Exchange Act. For purposes of Section 10 hereof, “Preliminary Call Event” shall occur at any point after which the VWAP of the Common Stock for a minimum of 10 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price and the other conditions of a Call Event set forth above capable of being satisfied prior to such point are satisfied (including, without limitation, that one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder (other than such shares which are properly excluded therefrom pursuant to the terms of the Registration Rights Agreement) is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto).

Call Event. At any point after which the VWAP of the Common Stock for a minimum of 20 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price (a “Call Event”), the Company may, at its option, provide written notice of such Call Event to all, but not less than all, holders of Warrants (as defined in the Securities Purchase Note Conversion Agreement) within 10 Trading Days after the occurrence of the Call Event, in which case, the date that is ten business days after the Company has provided such written notice to all such holders of a Call Event shall be the “Call Event Expiration Date.” For the avoidance of doubt, at 11:59 p.m., New York City time on the Call Event Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value as further set forth below in this Section 12. Notwithstanding the foregoing, a notice of a Call Event shall not be effective with respect to the Holder unless (i) one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto, and the Holder is able to sell all such shares pursuant to such Registration Statement(s) through the Call Event Expiration Date, (ii) on each Trading Day during the thirty (30) Trading Day period immediately preceding the Call Event Expiration Date (the “Requisite Period”), all of the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are freely tradable, without restriction (subject to compliance with prospectus delivery requirements to the extent applicable), on an Eligible Market (other than such shares which are properly excluded from one or more Registration Statements pursuant to the terms of the Registration Rights Agreement), (iii) on each day during the Requisite Period, the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are designated for listing on an Eligible Market and shall not have been suspended from trading on such exchange, (iv) the Company shall have, at all times during the Requisite Period, delivered shares of Common Stock upon exercise of the Warrants held by a Holder on a timely basis in accordance with the provisions of the Securities Purchase Note Conversion Agreement and this Warrant, and (v) the Holder is able to sell all shares issuable upon exercise of the Warrants held by the Holder at all times through the Call Event Expiration Date without any liability under Section 16(b) of the Exchange Act. For purposes of Section 10 hereof, “Preliminary Call Event” shall occur at any point after which the VWAP of the Common Stock for a minimum of 10 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price and the other conditions of a Call Event set forth above capable of being satisfied prior to such point are satisfied (including, without limitation, that one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder (other than such shares which are properly excluded therefrom pursuant to the terms of the Registration Rights Agreement) is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto).

Call Event. At any point after which the VWAP of the Common Stock for a minimum of 20 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price (a “Call Event”), the Company may, at its option, provide written notice of such Call Event to all, but not less than all, holders of Warrants (as defined in the Securities Purchase Agreement) within 10 Trading Days after the occurrence of the Call Event, in which case, the date that is ten business days after the Company has provided such written notice to all such holders of a Call Event shall be the “Call Event Expiration Date.” For the avoidance of doubt, at 11:59 p.m., New York City time on the Call Event Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value as further set forth below in this Section 1211. Notwithstanding the foregoing, a notice of a Call Event shall not be effective with respect to the Holder unless (i) one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto, and the Holder is able to sell all such shares pursuant to such Registration Statement(s) through the Call Event Expiration Date, (ii) on each Trading Day during the thirty (30) Trading Day period immediately preceding the Call Event Expiration Date (the “Requisite Period”), all of the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are freely tradable, without restriction (subject to compliance with prospectus delivery requirements to the extent applicable), on an Eligible Market (other than such shares which are properly excluded from one or more Registration Statements pursuant to the terms of the Registration Rights Agreement)Market, (iii) on each day during the Requisite Period, the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are designated for listing on an Eligible Market and shall not have been suspended from trading on such exchange, (iv) the Company shall have, at all times during the Requisite Period, delivered shares of Common Stock upon exercise of the Warrants held by a Holder on a timely basis in accordance with the provisions of the Securities Purchase Agreement and this Warrant, and (v) the Holder is able to sell all shares issuable upon exercise of the Warrants held by the Holder at all times through the Call Event Expiration Date without any liability under Section 16(b) of the Exchange Act. For purposes of Section 10 9 hereof, “Preliminary Call Event” shall occur at any point after which the VWAP of the Common Stock for a minimum of 10 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price and the other conditions of a Call Event set forth above capable of being satisfied prior to such point are satisfied (including, without limitation, that one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder (other than such shares which are properly excluded therefrom pursuant to the terms of the Registration Rights Agreement) is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto).