Common use of Call Option Clause in Contracts

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to "each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call" , redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Warrant CallRedemption Date"), in accordance with which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and governed by effective, the following: (a) The Company Warrantholders shall exercise have the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the 30-day period in which immediately following the Warrant Call may be exercised. (b) The Company's right date of such notice to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant held by each. Agent (d) or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company may give a Call Notice shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with up to 50% the redemption of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodWarrants. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv10.1(ii) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of fifty percent (50% %) of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 fourteen (14) business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolder of this Warrant, the Call Notices Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseother principal terms) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% twenty-five percent (25%) of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock Stock, as reported by on the NASD OTC Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is, at the time, the principal trading exchange or market for the Common Stock, the "Principal Market as defined in Market"), of if not then trading on a Principal Market, such other principal market or exchange where the Subscription AgreementCommon Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice, for each trading day during the thirty (30) trading days prior to the giving of the Call Notice ("Lookback Period") is two hundred percent (200% %) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 one hundred fifty thousand (150,000) Common Shares. Subject . (e) The Company may give a Call Notice in connection with up to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% fifty percent (50%) of the aggregate Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock, as reported for the Principal Market, of if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice for each trading day during the Lookback Period is two hundred percent (200%) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback PeriodPeriod is not less than two hundred fifty thousand (250,000) Common Shares. (ef) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 fourteen (14) business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (fg) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were was subject to cure and cured during the stated cure period. (h) Only one Warrant Call may be given in connection with this Warrant.

Call Option. The Company shall have the option to "call" the Warrants ----------- (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv10.1(ii) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of fifty percent (50% %) of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 fourteen (14) business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolder of this Warrant, the Call Notices Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseother principal terms) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% twenty-five percent (25%) of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock Stock, as reported by on the NASD OTC Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is, at the time, the principal trading exchange or market for the Common Stock, the "Principal Market as defined in Market"), of if not then trading on a Principal Market, such other principal market or exchange where the Subscription AgreementCommon Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice, for each trading day during the thirty (30) trading days prior to the giving of the Call Notice ("Lookback Period") is two hundred percent (200% %) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 one hundred fifty thousand (150,000) Common Shares. Subject . (e) The Company may give a Call Notice in connection with up to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% fifty percent (50%) of the aggregate Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock, as reported for the Principal Market, of if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice for each trading day during the Lookback Period is two hundred percent (200%) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback PeriodPeriod is not less than two hundred fifty thousand (250,000) Common Shares. (ef) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 fourteen (14) business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (fg) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were was subject to cure and cured during the stated cure period. (h) Only one Warrant Call may be given in connection with this Warrant.

Call Option. The Company Borrower shall have the exclusive and non-transferable right and option at any time following the Conditions Precedent (as that term is defined below in this Paragraph 1.5) to "call" demand that the Warrants Lender surrender the Note to the Borrower for prepayment of the outstanding principal and accrued interest due thereunder (the "Warrant Call"“Call Option”), in accordance with and governed by the following: (a) . The Company shall Borrower cannot exercise the Warrant Call by giving to each Warrant Holder a Option and prepay the Note until and unless it furnishes the Lender with 45 days advanced written notice of call the Borrower’s exercise of the Call Option (the "“Call Option Notice") during ”). The Call Option Notice, which must set forth evidence of compliance with the period Conditions Precedent, shall set a closing date not later than five business days after the date of the Call Option Notice where the Borrower shall repay the Note in which full (the Warrant “Call may be exercised. (b) Option Closing”). At the Call Option Closing, the Lender shall surrender the original Note to the Borrower against good funds representing full amount of unpaid principal of the Note and all accrued interest due thereunder. The Company's Borrower’s right to exercise the Warrant Call shall commence with Option, to issue a Call Option Notice and prepay the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement Note is and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable explicitly conditioned upon the exercise of this Warrant following two conditions: (i) the "Warrant Shares")last sale price (i.e., provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of for the Borrower’s Common Stock in the Pink Sheet market or the OTC Bulletin Board market as reported by the Principal Market as defined in the Subscription AgreementPink Sheets, LLC, NASDAQ or similar publisher of such quotations) for each 20 consecutive trading day during the thirty days prior to the giving of the Call Notice shall be $1.35 or greater; and ("Lookback Period"ii) is 200% of the Purchase Price and the a minimum average daily trading volume of 50,000 shares during such 20 day trading period (collectively the Common Stock during the Lookback Period is not less than 100,000 Common Shares“Conditions Precedent”). Subject The Call Option Notice shall be mailed to the other limitations set forth hereinLender at its, his or her address appearing in the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Agreement with a copy sent via email to the email address appearing in the Agreement and shall be equal to 10% effective as of the aggregate reported trading volume day sent. The Lender shall have the absolute right to convert all or any portion of the Common Stock during Note at any time prior to repayment by the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of Borrower without regard to or compliance with the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this WarrantOption. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company Upon the occurrence of an Event of Default, the Non-Defaulting Party shall have the an option to "call" purchase the Warrants Defaulting Party’s entire equity interest in the registered capital of the JVC (the "Warrant Call"“Call Option”), and if the Non-Defaulting Party decides to exercise such Call Option at its own discretion by providing written notice to the Defaulting Party, the Defaulting Party must agree to sell all its equity interest in accordance with the JVC (the “Call Option Sold Equity”) to the Non-Defaulting Party (or its designated party) at a value determined pursuant to this Section 14.4.3 and governed by shall cause its appointed Directors to vote in favor of the following:sale. (a) The Company shall If the Non-Defaulting Party decides to exercise the Warrant its Call Option, it shall, by giving to each Warrant Holder a written notice of call (the "“Call Option Exercise Notice"”), propose to the Defaulting Party a price that in the Non-Defaulting Party’s reasonable opinion is the fair market value of the Call Option Sold Equity (the “Call Option Purchase Price”). If the Defaulting Party does not agree or does not reply within ten (10) during Business Days of the period Call Option Exercise Notice or it is otherwise required by Applicable Laws to obtain an outside valuation of the fair market value of the Call Option Sold Equity, the Parties shall commence an outside process for determining the Call Option Purchase Price in which accordance with Section 14.5, at the Warrant Call may be exercisedDefaulting Party’s expense. (b) The Company's right to exercise Upon the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% receipt of the Purchase Price Certificate (as defined below) issued in accordance with Section 14.5, the Non-Defaulting Party shall be bound (subject to any necessary approvals of its shareholders in a general meeting and any regulatory approvals) to buy and the average daily trading volume Defaulting Party shall be bound to sell the Call Option Sold Equity at [*] ([*]%) of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations Valuation Price set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined out in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodPurchase Price Certificate as issued in accordance with Section 14.5.

Call Option. The (i) Upon written notice from the Company shall have to the option holders of all outstanding Warrants and Warrant Shares (a “Call Notice”) made during the Call Period and prior to "call" a Qualified IPO, the Company may purchase all (but not less than all) of the Warrants and Warrant Shares outstanding (the "“Call Option”). Any Call Notice shall confirm the number of Warrants and Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call Shares (the "“Call Notice"Securities”) during to be purchased from each holder, the period in which price to be paid to such holder, the Warrant Call may be exercised. (b) The Company's right to exercise method of determination of such price, the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of purchase (the Subscription Agreement and thereafter, “Call Closing Date,” which shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights 10 days and purchase the appropriate Warrant Shares and pay for same within 14 business no more than 30 days after of the date of the Call Notice), and that the Company has funds available to it in an amount sufficient to make such purchase without violating any legal restrictions or rights of third parties. If the Warrant Holder fails to timely pay the funds required The aggregate purchase price payable by the Company to all holders upon exercise of the Call Option shall be the Call Purchase Price. The Call Purchase Price shall be apportioned to each holder in accordance with the aggregate number of Call Securities held by such holder. The portion of the Call Purchase Price payable to each holder shall be reduced by an amount equal to the product of (1) the number of Warrants of such holder being purchased and (2) the Exercise Price that would have been payable had each such Warrant Call, the Company may elect to cancel a corresponding amount of this Warrantbeen exercised. (fii) The Company may not exercise shall purchase the right Call Securities from the holders on the Call Closing Date. (iii) On the Call Closing Date, each holder of the Warrants and Warrant Shares shall surrender its Warrants and Warrant Shares to the Company without any representation or warranty (other than that such holder has (i) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (ii) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor by (at the option of such holder) (1) wire transfer to an account in a bank located in the United States designated by such holder for such purpose or (2) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such holder. (iv) Notwithstanding the foregoing, if on or prior to the date nine (9) months after the Call this Warrant Closing Date (i) the Company consummates a Qualified IPO, (ii) the Company effects a capital reorganization or any part reclassification or recapitalization of it after its capital stock, (iii) the occurrence Company or any Subsidiary or their stockholders consummates a consolidation or merger involving the Company or such Subsidiary and any other Person, (iv) the Company or any Subsidiary transfers all or substantially all the assets or capital stock of the Company or such Subsidiary to another Person, (v) a majority of the stockholders on the date hereof sells or otherwise transfers in excess of 50% of the capital stock of the Company, (vi) the Company effects, submits or consents to any voluntary or involuntary dissolution, liquidation or winding-up of the Company or any Subsidiary, or (vii) the Company issues any shares of its capital stock (other than shares of capital stock issued to employees of the Company pursuant to an incentive equity plan approved by the Board of Directors) (each of the foregoing events being referred to as an “Adjustment Event”), then the Company shall pay to each holder as additional compensation an amount (the “Clawback Amount”) equal to the product of (A) the difference between (i) the highest price per share paid, to be paid or deemed received by the Person or Persons purchasing or receiving Common Stock or assets in connection with such Adjustment Event (less underwriting commissions and other appropriate costs and expenses) and (ii) the quotient obtained by dividing the Call Purchase Price by the number of Call Securities, and (B) the number of Call Securities held by such holder immediately prior to the Call Closing Date; provided, however, that such payment shall only be required if the positive difference between the amount in clause (A)(i) and clause (A)(ii) above is equal to or greater than ten percent (10%) of the amount in clause (A)(ii) above (the “Clawback Threshold”) (for the avoidance of doubt, if such Clawback Threshold is met, then the Company and/or Parent, as applicable, shall be obligated to pay to the Holder the entire Clawback Amount). Without limiting any of the foregoing, and subject to rights of the Requisite Holders pursuant to Section 5(n), in the event Parent and/or one or more stockholders of Parent consummates or effects any of the transactions described in clauses (i)-(vii) above or any other significant transaction, in each case in connection with which the value of the Company implied by such event would, if such transaction were included in the definition of Adjustment Event, result in the payment by the Company to the Warrant Holders of a Non-Registration EventClawback Amount, then the Company and/or Parent, as defined applicable, shall pay to each Warrant Holder such Clawback Amount in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodconnection with such transaction.

Call Option. The Company shall have the option right, subject to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date satisfaction of the registration statement described conditions in this Section 10.1(iv) of the Subscription Agreement and thereafter12, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon to cause the exercise of this Warrant (“Forced Exercise”). The Company shall deliver prior written notice to the "Warrant Shares"Holder at least ten (10) Trading Days (“Forced Exercise Notice”) prior to the effective date of such Forced Exercise (the “Forced Exercise Effective Date”), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In order to effectuate a Forced Conversion, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) no event may Event of Default shall have occurred or exist under any security of the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to held by the Warrant Holder, ; (ii) the Call Notices must Company shall be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion subject to the amounts filing requirements under the Securities and Exchange Act of Common Stock which can 1934 and be purchased by current in all of its filing requirements under the respective Warrant Holders in accordance with Securities and Exchange Act of 1934; (iii) the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% VWAP of the Common Stock issuable upon exercise of this Warrant provided the closing bid price during each of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days ten (10) Trading Days prior to the giving of the Call Notice ("Lookback Period") is 200Forced Exercise Effective Date shall equal or exceed 250% of the Purchase Price and Exercise Price; (iv) the average daily trading volume of the Common Stock during each of the Lookback Period is not less than 100,000 Common Shares. Subject ten (10) Trading Days prior to the other limitations set forth herein, Forced Exercise Effective Date shall equal or exceed 100% of the maximum amount number of Warrant Shares for which Call Notices being delivered to the Holder pursuant to the Forced Exercise, (v) the Warrant Shares may be given during any thirty day period shall be equal immediately delivered to 10% the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) all of the aggregate reported trading volume Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Common Stock Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the Lookback Period. ten (e10) The respective Warrant Holders shall exercise their Warrant rights and purchase Trading Days prior to the appropriate Warrant Shares and pay for same within 14 business days of Forced Exercise Effective Date pursuant to the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount terms of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. 8.1 The Company hereby grants to the Bison Parties the right to acquire all, but not some only, of the shares and CPECs in LuxCo1 held by the Company at the Call Option Price (the “Call Option”). 8.2 The Call Option shall only be exercisable by the Bison Parties giving notice (a “Call Option Notice”) in writing to the Company: 8.2.1 during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of directors of Cyprus1 and (ii) the date on which all amounts payable under the SPA in respect of the earnout arrangements contemplated by Clause 2.2.2 of the SPA have been paid or determined to be zero and ending in either case 45 days thereafter (the “2010 Call Option Period”); and 8.2.2 during the period commencing on the date that the audited 2010 Operating Group accounts are approved by the board of directors of Cyprus1 and ending 45 days thereafter (the “2011 Call Option Period”). 8.3 If a Put Option Notice has been served pursuant to Clause 9.2, the Bison Parties shall not be entitled to serve a Call Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 8.3, a day shall mean a period from midnight to midnight in London. 8.4 The Call Option shall expire one day after the end of the 2011 Call Option Period, unless otherwise extended pursuant to Clause 8.7 below (the “Call Option Expiry Date”). 8.5 The Call Option Price payable by the Bison Parties to the Company shall be an amount payable in USD and shall be equal to: (a) if the Bison Parties exercise the Call Option during the 2010 Call Option Period, an amount equal to the 2010 Call Option Equity Value multiplied by the prevailing CayCo Share; or (b) if the Bison Parties exercise the Call Option during the 2011 Call Option Period, an amount equal to the 2011 Call Option Equity Value, multiplied by the prevailing CayCo Share, in each case, such Call Option Price to be allocated between the shares in LuxCo1 owned by the Company, together with their corresponding CPEC(s) (each such share, together with its corresponding CPEC(s) a “Strip”) equally between each such Strip, PROVIDED THAT the price payable for each Strip shall be subject to a floor (the “Floor Amount”) equal to the amount paid for the subscription of such Strip (including any premium paid), multiplied by: (i) in the case of a Strip subscribed in the three calendar month period ending on the relevant Call Option Exercise Date, 1.20; (ii) in the case of a Strip subscribed in the six calendar month period ending on the date falling three calendar months prior to the relevant Call Option Exercise Date, 1.52; (iii) in the case of a Strip subscribed in the three calendar month period ending on the date falling nine calendar months prior to the relevant Call Option Exercise Date, 1.85; (iv) in the case of a Strip subscribed prior to the date falling twelve calendar months prior to the relevant Call Option Exercise Date, 2.20 if the Call Option is exercised during the 2010 Call Option Period, and 2.05 if the Call Option is exercised during the 2011 Call Option Period or the 2012 Call Option Period; (v) in the case of a Strip subscribed after the relevant Call Option Exercise Date, 1.0; (vi) in the case of Strip issued by LuxCo1 where the entire proceeds of such subscription were applied to effect an Equity Investment as defined in the Senior Facilities Agreement1, 1.0; and (vii) in the case of a Strip issued by LuxCo1 where the entire proceeds of such subscription were applied to cause Net Senior Leverage to fall below 2.25 at the date of such subscription, and where such Net Senior Leverage remains below 2.25 at the next two successive Quarter Dates (as defined in the Senior Facilities Agreement), 1.0. For the avoidance of doubt, only that portion of the Strip which causes Net Senior Leverage to fall and to remain below 2.25 shall be subject to this multiplier. If two successive Quarter Dates have not passed in the period between the date of subscription (the “Subscription Date”) and the Call Option Exercise Date, the Call Option Exercise Date shall if the Subscription Date is more than three months before the Call Option Exercise Date be deemed to constitute a Quarter Date or if the Subscription Date is less than three months before the Call Option Exercise Date be deemed to constitute two Quarter Dates, in each case so that two successive Quarter Dates shall be deemed to have passed, in each case, minus the aggregate of dividends or other distributions actually received by the holder(s) of such Strip. For each Strip, the amount payable for such Strip shall be decreased by the amount by which the application of the Management Incentive Adjustment in the calculation of the Call Option Equity Value causes the Call Option Price in respect of such Strip to be lower than the Floor Amount for such Strip. If circumstances arise which fall within the provisions of any of paragraphs (i) to (iv) above and also fall within the provisions of any of paragraphs (v) to (vii) above, the applicable provisions of paragraphs (v) to (vii), as the case may be, shall prevail. 8.6 For the purposes of calculating each Floor Amount pursuant to Clause 8.5, (a) amounts which are not subscribed in Euros shall be converted into Euros at the prevailing spot rate of exchange, being the closing mid point as quoted on Bloomberg, at the time of subscription; and (b) amounts of dividends or other distributions which are not paid in Euros shall be converted into Euros at the prevailing spot rate of exchange, being the closing mid point as quoted on Bloomberg, at the time of receipt, 1 Definition to be updated once SFA is signed, but in any event to refer to equity cure events only. and shall then be converted into US dollars by multiplying by the Exchange Rate. The Exchange Rate shall be the lower of (i) the EUR/USD exchange rate prevailing on the Call Option Exercise Date and (ii) 1.6712. 8.7 If during the 2011 Call Option Period, the Bison Parties were to exercise the Call Option, and the Call Option Price were to be the Floor Amount, the Call Option may, at the election of the Bison Parties, be extended, (such election to be made within 90 days of the end of the 2011 Call Option Period) and will be exercisable for a period of 45 days commencing on the date that the audited 2011 Operating Group accounts are approved by the board of Cyprus1 (the “2012 Call Option Period”) except that in such instance the Call Option Price shall be calculated in accordance with the provisions of Clause 8.4 and based upon the 2011 Operating Group EBITDA, as extracted from the 2011 Operating Group accounts. For the avoidance of doubt, if the Bison Parties do not elect to extend the Call Option, there shall be no 2012 Call Option Period. 8.8 The Parties agree that, in the calculation of Call Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing. 8.9 If the transfer of the shares which are the subject of the Call Option Notice under Clause 8.2 (a “Call Transfer”) requires the approval or clearance of any state or national competition authority or regulator (“Anti-Trust Approval”), the Bison Parties undertake to the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted. 8.10 Without prejudice to the provisions of Clause 8.9, if Anti-Trust Approval will only be granted subject to conditions, obligations, measures, undertakings, and/or modifications (collectively, “Requirements”), the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirement as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligation of the Bison Parties contained in Clause 8.9 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 8.10, if within 60 days of the Call Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that, subject to the Bison Parties’ rights under Clause 8.11, they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Call Option Exercise Date. 8.11 Without prejudice to the obligation of the Bison Parties contained in Clause 8.9 to use best efforts to obtain Anti-Trust Approval, if following service of a Call Option Notice, it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they are required to accept would have an effect that is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall be entitled, upon giving to the Lion Parties five Business Days’ notice, to elect not to proceed with the exercise of the Call Option in that Call Option Period. In such a case, all rights under the Call Option in respect of that Call Option Period shall lapse and be of no further effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Call Option in that Call Option Period. 8.12 In relation to the exercise of a Call Option within a Call Option Period, if Anti-Trust Approval is not obtained within 120 days from the Call Option Exercise Date, unless the Lion Parties and the Bison Parties have agreed otherwise, the Call Option (in relation to that Call Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Call Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 8.9 and 8.10 prior to such lapse. 8.13 If Anti-Trust Approval is not required, completion of the Call Transfer shall take place before the end of the relevant Call Option Period and upon the Bison Parties having given to the Lion Parties 10 Business Day’s Notice, (for the avoidance of doubt, if the Bison Parties give notice to the Lion Parties on a date falling less than 10 Business Days prior to the end of the relevant Call Option Period, completion shall take place within 10 Business Days of the date such notice is given. 8.14 If Anti-Trust Approval is required, completion of the Call Transfer shall take place within 10 Business Days of receipt of Anti-Trust Approval. 8.15 At completion of the Call Transfer: 8.15.1 against delivery in accordance with Clause 8.15.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Parties), a sum equal to the Call Option Price; 8.15.2 upon receipt of the sums due, the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; and 8.15.3 the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares. 8.16 The Company shall have do all such acts and/or execute all such deeds and documents in a form satisfactory to the option relevant Bison Party as it may reasonably require to "call" give effect to the Warrants Call Transfer pursuant to this clause. 8.17 If the Bison Parties exercise the Call Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement at the same time and on the same terms as the Company’s Shares in LuxCo1 are transferred to the Bison Parties and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement). 8.18 If the Bison Parties exercise the Call Option in accordance with its terms and the Company breaches its obligations under this Agreement to sell to the Bison Parties the shares in LuxCo1 by failing to deliver its shares in LuxCo1 to the Bison Parties, the Company shall pay to the Bison Parties an amount equal to 2.5 times Operating Group EBITDA for the Financial Year last ended prior to the exercise by the Bison Parties of the Call Option. Such amount is agreed between the Company and the Bison Parties to be a genuine pre-estimate of the loss suffered by the Bison Parties of the breach by the Company of its obligations under this Clause 8. 8.19 As security for the obligations of the Company under Clause 8.17, [Lion/Rally Cayman 1 LP] shall enter into the Pledge Agreement, pursuant to the terms of which [Lion/Rally Cayman 1 LP] shall pledge its Shares in the Company to the Bison Parties, in the form attached hereto as Schedule 4 (the "Warrant Call"“Pledge Agreement”). The Parties agree that, save for the provisions of Clause 4.2 (Exceptions to Prohibitions on Transfer), the restrictions upon, and other provisions relating to, Transfers of Shares contained in Clause 4 of this Agreement shall not apply to any Transfer of Shares to the Chargee (as such term is described in the Pledge Agreement), in accordance with and governed by the following:terms of the Pledge Agreement. (a) 8.20 The Company shall exercise not be concerned as to the Warrant Call by giving to each Warrant Holder a written notice of call (allocation between the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date Bison Parties of the registration statement described shares in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable LuxCo1 upon the exercise by the Bison Parties of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given Option. 8.21 The Company undertakes that until the Call Option Expiry Date, and through without the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise prior written approval of the WarrantBison Parties, it will be upon deliveryat all times maintain Control of LuxCo1. The Lion Parties undertake to the Bison Parties that until the Call Option Expiry Date, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books they will at all times maintain Control of the Company. (c) Unless otherwise agreed to by the Warrant Holder8.22 Notwithstanding any other provision of this Clause 8, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% completion of the Common Stock issuable upon exercise of this Warrant provided the closing bid price sale and purchase of the Common Stock as reported by shares which are the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving subject of the Call Notice Option ("Lookback Period"or the Put Option pursuant to Clause 9) is 200% shall not take place until all amounts payable under the SPA in respect of the Purchase Price and the average daily trading volume earn-out arrangements contemplated by clause 2.2.2 of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject SPA have been paid or reduced to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodzero. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv10.1(ii) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of fifty percent (50% %) of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 fourteen (14) business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolder of this Warrant, the Call Notices Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseother principal terms) on or about the same issue date as this Warrant in proportion to the amounts of Unsecured 37 Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% twenty-five percent (25%) of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock Stock, as reported by on the NASD OTC Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is, at the time, the principal trading exchange or market for the Common Stock, the "Principal Market as defined in Market"), of if not then trading on a Principal Market, such other principal market or exchange where the Subscription AgreementCommon Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice, for each trading day during the thirty (30) trading days prior to the giving of the Call Notice ("Lookback Period") is two hundred percent (200% %) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 one hundred fifty thousand (150,000) Common Shares. Subject . (e) The Company may give a Call Notice in connection with up to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% fifty percent (50%) of the aggregate Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock, as reported for the Principal Market, of if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice for each trading day during the Lookback Period is two hundred percent (200%) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback PeriodPeriod is not less than two hundred fifty thousand (250,000) Common Shares. (ef) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 fourteen (14) business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (fg) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were was subject to cure and cured during the stated cure period. (h) Only one Warrant Call may be given in connection with this Warrant.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving hereby grants to each Warrant Holder a written notice of call Buyer an irrevocable option (the "“Call Notice"Option”) during to purchase such number of newly issued ordinary shares, par value €0.01 per share, of the period Company (“Ordinary Shares”), within the limits of the Company’s authorized but unissued share capital at the time of issuance, so as to increase Buyer’s ownership of Ordinary Shares by fifteen percent (15%) of the total ownership of Ordinary Shares by all Persons, after giving effect to the exercise in which full of the Warrant Call may be exercisedOption (in the aggregate, the “Option Shares”), in exchange for an amount per Ordinary Share equal to the Offer Consideration. (b) The Company's right Call Option shall be exercisable following the Acceptance Time once, in whole or in part, no later than the last day of the Subsequent Offering Period (including any Minority Exit Offering Period, if applicable); provided, however, that the Call Option shall terminate concurrently with the termination of this Agreement in accordance with its terms. In the event that Buyer wishes to exercise the Warrant Call Option, Buyer shall commence with so notify the actual effective date Company in writing (the “Option Exercise Notice”), and shall set forth in such Option Exercise Notice (i) the total number of the registration statement described in Section 10.1(iv) Option Shares and percentage of the Subscription Agreement and thereafter, shall total Ordinary Shares to be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon purchased by Buyer pursuant to the exercise of this Warrant the Call Option and (ii) a place and date which shall be a Business Day not earlier than three (3) Business Days and not later than thirty (30) Business Days from the "Warrant Shares"date the Company is notified of the exercise of the Call Option for the closing of the purchase of the Option Shares (such date, the “Option Closing Date”), ; provided, that if a closing of the registration statement is effective at purchase and sale of any Option Shares pursuant to the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the WarrantCall Option (the “Option Closing”) cannot be consummated, will be upon deliveryin the reasonable opinion of Parent, immediately resalableby reason of any applicable Legal Restraint, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided, further, without restrictive legend and upon limiting the foregoing, that if, in the reasonable opinion of Parent, prior notification to or the approval of any Governmental Authority is required in connection with such resale freely transferable on purchase, the transfer books relevant Party shall promptly, in consultation with each of the Companyother Parties (but subject in all cases to Parent’s final approval, in its sole discretion, of any such notice or application), file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. (c) Unless otherwise agreed At the Option Closing, Buyer shall pay or cause to be paid to the Company the aggregate purchase price for the number of Option Shares described in the relevant Option Exercise Notice and purchased pursuant to the exercise of the Call Option by: (i) wire transfer of immediately available funds to a bank account designated at least three (3) Business Days in advance in writing to Parent and Buyer by the Warrant HolderCompany; provided, that failure or refusal of the Company to designate such a bank account shall not preclude Buyer from exercising the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant Option; (in terms of exercise price and otherwiseii) on or about the same issue date as this Warrant in proportion issuance by Buyer to the amounts Company of Common Stock which can be purchased a promissory note in favor of the Company containing the terms set forth on Schedule 2.08(c)(ii), guaranteed by the respective Warrant Holders Parent or a creditworthy Subsidiary of Parent (a “Buyer Note”); (iii) contribution in kind (inbreng in natura) in accordance with Section 2:94b or (if applicable) 2:204b of the respective Warrant held DCC by eachBuyer to the Company by way of the assignment by Buyer to the Company of a promissory note issued by Parent or a creditworthy Subsidiary of Parent in favor of Buyer containing the terms set forth on Schedule 2.08(c)(iii) (a “Parent Note”); or (iv) any combination of the foregoing. For the avoidance of doubt, Buyer may exercise any of the foregoing options described above in clauses (i) through (iv) at its sole discretion, provided that the aggregate nominal value of the Option Shares must (except in the event of the exercise of the payment option described in clause (iii), above) in any event be paid in the manner set forth in clause (i) above, and subject in all cases to compliance with mandatory provisions of Dutch Law as set forth in clauses (1) and (2) below: (1) To the extent that Buyer elects to pay for the Option Shares by issuance of a Buyer Note, the Option Shares issued to Buyer will be deemed to constitute partly paid shares (niet volgestorte aandelen), and the Company shall comply with the relevant provisions of the DCC relating to partly paid shares, including (A) the making of any relevant informational filings with the Trade Register and (B) making the notations in the Company’s shareholders register relating to the Option Shares available for inspection by the public generally; and (2) To the extent that Buyer elects to pay for the Option Shares by contribution of a Parent Note to the Company, (A) the Company Board will, prior to the issuance of the Option Shares, prepare a description (beschrijving) of the Parent Note, signed by all of the members of the Company Board, pursuant to Section 2:94b of the DCC or, if applicable, Section 2:204b of the DCC, containing all of the information required to be included therein by Dutch law, (B) Parent and Buyer will procure the issuance, at their own expense, of an accountants statement (accountantsverklaring) with respect to the contribution of the Parent Note to the Company, if and to the extent required by Section 2:94b of the DCC (the “Accountants Statement”) and (C) the Company will provide reasonable information and cooperation to Buyer, Parent and the accountants issuing the Accountants Statement, to enable such accountants to issue the Accountants Statement. If the provisions of this paragraph (2) are applicable, then the Company will not be obligated to issue the Option Shares to Buyer until the Accountants Statement, if required by Dutch law, has been duly issued by an accounting firm which is authorized to issue the Accountants Statement pursuant to Section 2:94b of the DCC. (d) The At the Option Closing, simultaneously with the delivery of payment as provided in Section 2.08(c): (i) (A) the Company shall issue the Option Shares purchased by Buyer to Buyer, and Buyer shall accept such Option Shares, by each of the Company and Buyer executing a non-notarial (or, if required by Dutch law, notarial) deed of issuance by and between the Company and Buyer in customary form and (B) the Company shall record such issuance in the Company’s shareholders register; and (ii) Buyer shall deliver to the Company a letter agreeing that Buyer will not offer to sell or otherwise dispose of the Option Shares acquired by it at the Option Closing in violation of applicable Law or the provisions of this Agreement. Following the Option Closing, Buyer shall, to the fullest extent permitted by Dutch Law, be deemed to be the holder of record of the number of Option Shares described in the relevant Option Exercise Notice, notwithstanding (1) that the shareholders register of the Company shall then be closed, (2) that the deed of issuance in respect of such Option Shares shall not then have actually been entered into by the Company and Buyer or (3) that the Company shall have failed or refused to designate the bank account described in Section 2.08(c)(i). Parent and Buyer shall jointly and severally pay all expenses, and any and all federal, state, Israeli and local taxes and other charges in any jurisdiction, that may give a Call Notice be payable in connection with up to 50% the issuance of the Common Stock issuable upon exercise Option Shares including any relevant deeds of issuance under this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined Section 2.08 in the Subscription Agreementname of Buyer or its permitted assignee, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodtransferee or designee hereunder. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Provided that there is no unremedied KPI Failure (as defined in the Purchase Agreement) with respect to any Additional Closing (as defined in the Purchase Agreement), the Company shall have the option right to "call" require each holder of outstanding shares of Series BRN Preferred Stock to sell to the Warrants Company all (but not less than all) of its shares of Series BRN Preferred Stock (the "Warrant Call"“Call Option”) under the following terms and conditions: 10.1 At any time on or after the fourth (4th) anniversary of the Initial Closing Date (as defined in the Purchase Agreement), the Company shall have the right to exercise the Call Option in accordance the manner set forth in Section 10.3 below at a per share purchase price equal to an amount that would yield a twenty percent (20%) internal rate of return on the original purchase price paid by such holder for the shares of Series BRN Preferred Stock subject to the Call Option (the “IRR Exercise Price”). For purposes hereof, “internal rate of return” means the discount rate at which the net present value of the Original Issue Price (as defined in the Company Charter) of the Series BRN Preferred Stock is equal to the net present value of the purchase price to be paid upon exercise of the Call Option and all dividends paid with respect to a share of Series BRN Preferred from the original date of issuance and governed shall be calculated using the XIRR function in the most recent version of Microsoft Excel (or if such program is no longer available, such other software program for calculating IRR reasonably proposed by the followingCompany). 10.2 At any time after any holder of Series BRN Preferred Stock: (a) The Company shall exercise fails to purchase the Warrant Call by giving minimum number of shares such holder is required to purchase at any Additional Closing (excluding, for the avoidance of doubt, any purchase of Second Closing Remaining Shares, Third Closing Remaining Shares or Fourth Closing Remaining Shares (as each Warrant Holder such term is defined in the Purchase Agreement)) after the satisfaction or waiver of the conditions set forth in Section 4.2 of the Purchase Agreement (other than Section 4.2(e) of the Purchase Agreement) in accordance with the Purchase Agreement other than due to (i) a written notice KPI Failure, (ii) an IPO or (iii) the closing of call (a Sale of the "Call Notice") during the period in which the Warrant Call may be exercised.Company; or (b) The Company's breaches any of its material obligations under the Financing Agreements (as defined in the Purchase Agreement) (including, for example, failing to assign ownership of any inventions made within the Project Company to the Company or failing to convert its shares of Series BRN Preferred Stock in accordance with the Company Charter), which breach remains uncured for a period of thirty (30) days after such breach and provided, however, that the Company is not then itself in breach of its obligations under the applicable Financing Agreement(s); the Company shall have the right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call Option at any time unless within two (2) months of such failure to purchase or breach (provided that such two (2) month period shall commence on the Warrant Shares date of delivery of written notice of such breach) with respect to be delivered upon exercise all of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books shares of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Series BRN Preferred Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% such holder as of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days immediately prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject such failure to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days or breach or as of the date of the Call Notice. If Exercise Notice (whichever is greater), at a per share purchase price of $6.00 (as adjusted for all stock splits, dividends, combinations, recapitalizations and the Warrant Holder fails to timely pay like affecting the funds required Series BRN Preferred Stock) (the “Minimum Exercise Price” and together with the IRR Exercise Price, the “Exercise Price”). 10.3 If, at any time after the Initial Closing Date, a statute, rule, regulation, order, or interpretation shall have been enacted, entered or deemed applicable by any domestic or foreign government or governmental or administrative agency or court which would make the transactions contemplated by the Warrant CallPurchase Agreement or the other Financing Agreements illegal and each of the conditions to the obligations of RUSNANO and any Co-Investor set forth in Sections 4.2(a), (b), (c) and (d) of the Purchase Agreement, if applicable, have been satisfied, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise shall have the right to exercise the Call this Warrant or any part of it after Option in the occurrence manner set forth in Section 10.4 below at a per share purchase price equal to the Minimum Exercise Price 10.4 The Call Option shall be exercisable by the Company only by delivery of a Non-Registration Eventwritten exercise notice stating the applicable Exercise Price (the “Exercise Notice”) to the holders of the Series BRN Preferred Stock. Upon delivery of an Exercise Notice, as defined the holders of the Series BRN Preferred Stock shall be obligated to sell all but not less than all of their shares of Series BRN Preferred Stock (and to promptly deliver any certificates representing the same, duly endorsed or accompanied by an executed stock power) to the Company, and the Company shall be obligated to purchase such shares from the holders of the Series BRN Preferred Stock, in the Subscription Agreementmanner and at the price contemplated in this Section 10. On a date (the “Settlement Date”) that is within ten (10) business days after receipt of an Exercise Notice, unless same were subject the Company shall pay to cure and cured during the stated cure periodrelevant holder the applicable Exercise Price determined in accordance with Sections 10.1, 10.2 or 10.

Call Option. 9.1 The Company shall have Purchaser hereby grants to the Vendor an option to "call" purchase the Warrants (Secured Sale Shares at the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to price of US$8 for each Warrant Holder a written notice of call Secured Sale Share (the "Call Price") upon the terms and conditions set out in this clause 9. 9.2 The option granted by this clause 9 may be exercised in whole or in part from time to time during the Option Period on or after the date (if any) on which the Company ceases to be a public company. 9.3 The option granted by this clause 9 shall be exercisable by notice in writing (the "Exercise Notice") during served upon the period in which Purchaser and specifying the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date number of the registration statement described in Section 10.1(iv) of Secured Sale Shares to be purchased and the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant date (the "Warrant SharesCompletion Date"), provided, that ) on which the registration statement completion of the sale and purchase of the relevant Secured Sale Shares is effective at to take place. 9.4 The Completion Date shall be a Business Day not less than 10 and not more than 20 days after the date of receipt by the Call Purchaser of the Exercise Notice is given or such other Business Day as the Purchaser and through the period ending 14 business days thereafter. In no event Vendor may in writing agree. 9.5 Subject to prior approval being granted by the Company exercise Bermuda Monetary Authority for the Warrant Call at any time unless transfer of the Warrant relevant Secured Sale Shares to the Vendor, the relevant Secured Sale Shares shall be delivered upon sold on exercise of the Warrant, will option granted by this clause 9 with effect from the Completion Date free from all liens security interests charges and other encumbrances of whatsoever nature. 9.6 If the option granted by this clause 9 shall be upon delivery, immediately resalable, without restrictive legend exercised (in whole or in part) the sale and upon such resale freely transferable purchase of the relevant Secured Sale Shares shall be completed on the transfer books Completion Date at such place as may be agreed between the Purchaser and the Vendor when the Purchaser shall deliver to (or make available to the satisfaction of) the Vendor definitive certificates for the relevant Secured Sale Shares together with transfers thereof duly executed by the registered holders thereof in favour of the CompanyVendor and any further acts, deeds, documents and things as the Vendor may reasonably require to vest legal and beneficial ownership of the relevant Secured Sale Shares in the Vendor or its nominees free from all charges, liens, costs, expenses and encumbrances. (c) Unless otherwise agreed 9.7 Subject to by the Warrant Holder, Purchaser having complied in all respects with his obligations under this clause 9 the Vendor shall transfer to the Purchaser the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (Price in terms respect of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% each of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% Secured Sale Shares purchased less any of the Purchase Price Dividend Payments and Default Interest which have not yet been paid by the average daily trading volume Purchaser. 9.8 The Vendor may without the consent of the Common Stock during Purchaser transfer or assign the Lookback Period is not less than 100,000 Common Shares. Subject option granted by this clause 9 (in whole or in part) or any benefits in or rights under this clause 9 to the other limitations set forth herein, QG Trustee and in the maximum amount event of Warrant Shares for which Call Notices may be given during any thirty day period exercise of the option granted by this clause 9 by the QG Trustee: (A) the QG Trustee shall be equal entitled to 10% deduct from the Call Price any of the aggregate reported trading volume of Purchase Price Dividend Payments and Default Interest which have not yet been paid by the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares Purchaser and pay for the same within 14 business days of directly to the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.Vendor; and

Call Option. The Company Subject to Section 12.5, the Existing Shareholders shall have the together have, in respect of each Holder, an option to "call" the Warrants (the "Warrant Call"“Call Option”), in accordance with exercisable during the period commencing on the date that is six (6) months after the Closing Date and governed ending on the date that is eighteen (18) months after the Closing Date (the “Call Exercise Period”), to require such Holder to sell all, but not less than all, of the Series A Preferred Shares (and/or all of the Ordinary Shares issued upon conversion of the Series A Preferred Shares, if any) then held by such Holder, at a per Share price equal to the following: (a) Buyback Price. The Company shall Existing Shareholders may exercise the Warrant Call Option by jointly giving to each Warrant the relevant Holder and the Company a written notice of call (the "“Call Notice") ”), at any time during the period in which Call Exercise Period, setting forth the Warrant Call may be exercised. (b) The Company's right Existing Shareholders’ intention to exercise the Warrant Call shall commence with the actual effective date Option in whole in respect of the registration statement described in Section 10.1(iv) such Holder. A transfer of the Subscription Agreement and thereafter, Shares pursuant to an exercise of such option shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant completed within ninety (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business 90) days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of after the date of the Call Notice at such reasonable place and time as may be agreed between the Existing Shareholders and the Holder. The number of Shares to be purchased by the Existing Shareholders pursuant to each exercise of option under this Section 12.1 shall be allocated proportionately among Happy Indian and Arctic Spring based on a ratio of 80:20 (or such other basis as the Existing Shareholders may notify the Holders in writing from time to time). Following the delivery of a Call Notice. If , the Warrant relevant Holder fails shall use reasonable best efforts to timely pay perform all further acts and things, and execute and deliver such further documents as the funds Existing Shareholders may reasonably require or as may be required by Law to implement and/or give effect to the Warrant Call, the Company may elect to cancel a corresponding amount of transfer contemplated under this WarrantSection 12.2. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company Buyer shall exercise have the Warrant Call by giving to each Warrant Holder right, for a written notice period of call two (2) months following the fifth anniversary of the Closing Date (the "Call Option Exercise Period"), to purchase all or any portion of the Pledged Shares that have not been sold by the Seller or transferred to the Buyer pursuant to the terms hereof, in consideration for cash at a price per Pledged Share equal to the Call Option Exercise Price (the "Call Option"). The Call Option shall be exercised by the Buyer giving the Seller a written notice (the "Call Exercise Notice") during which shall specify the period in number of Pledged Shares with respect to which the Warrant Call Option is exercised and the date, which is no less than 10 and no more than 30 Business Days after the date of the Call Exercise Notice, on which the closing of the sale and transfer of the Pledged Shares (the "Call Option Closing") is to take place. Once given, a Call Exercise Notice may not be exercisedrevoked without the written consent of the other party. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, Option Exercise Price shall be coterminous adjusted for any and all dividends distributed (or with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the record date prior to the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call Option Closing date) at any time unless following December 31, 2011 and for issuance by the Warrant Shares Company of bonus shares, rights offering, distribution of dividends in kind and any sort of capital reorganization. The parties shall use their respective reasonable efforts to procure that any adjustments to the Call Option Exercise Price shall be delivered upon exercise of finally determined as quickly as possible and, in any event, no later than the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on date for the transfer books of Call Option Closing specified in the CompanyCall Exercise Notice. (c) Unless otherwise agreed Upon the exercise of the Call Option the Seller shall be responsible to release all of the Pledged Shares from any Encumbrance made by the Warrant Holder, Seller for the Call Notices must be given benefit of Bank Hapoalim and to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion transfer to the amounts Buyer valid and good title to the purchased Pledged Shares free and clear of Common Stock which can be purchased any Encumbrance, except for any Encumbrance imposed on the Pledged Shares by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice Buyer in connection with up to 50% the sale and transfer of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Pledged Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants ----------- (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described Actual Effective Date, as defined in Section 10.1(iv11.2(a) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 5025% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal NASDAQ National Market as defined in the Subscription Agreement, for each trading day during of the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 150,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which A Call Notices Notice may be given during any thirty day period shall be equal to 10for an additional 25% of the aggregate reported trading volume of the Common Stock issuable upon exercise of this Warrant provided the average daily trading volume during the Lookback PeriodPeriod is at least 250,000 Common Shares. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration EventEvent or Approval Default, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise Seller Shareholder hereby irrevocably grants to the Warrant Call by giving Purchaser Shareholder (and any Permitted Transferee thereof that acquires Shares pursuant to each Warrant Holder a written notice of call and in compliance with Article V) the right, but not the obligation (the "“Call Notice"Option”), subject to the terms and conditions set forth in this Section 6.2, to purchase from Seller Shareholder (or its successor or Permitted Transferee) during and to require Seller Shareholder (or its successor or Permitted Transferee) to sell, all (but not less than all) of the period in which Shares beneficially owned by Seller Shareholder and/or its Affiliates and Permitted Transferees (the Warrant “Call may be exercisedShares”). (b) The Company's right to exercise Call Option may be exercised at any time; provided that, if at such time the Warrant Call shall commence with the actual effective date of the registration statement described Joint Venture Agreement remains in Section 10.1(iv) of the Subscription Agreement full force and thereaftereffect, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is Option shall not be exercised by Purchaser Shareholder unless (i) Moët Xxxxxxxx International shall have given its prior written consent to such exercise and through shall have irrevocably waived any call option or termination rights arising under the period ending 14 business days thereafter. In no event may Joint Venture Agreement or any right of first refusal over the Company exercise the Warrant Call at any time unless the Warrant Shares and (ii) Xxxx Kaoufman shall have given his prior written consent to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Companyexercise. (c) Unless otherwise agreed to by the Warrant Holder, The Exercise Price at which the Call Notices must Option shall be given exercised and the Seller Shareholder shall be obligated to all Warrant Holders who receive Warrants similar to this Warrant (sell the Call Shares shall be calculated in terms of exercise price and otherwise) the manner set forth on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachSchedule 1. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported Option shall be exercised, if at all, by the Principal Market as defined delivery by Purchaser Shareholder of a written notice (the “Call Notice”) to Seller Shareholder, with a copy to Xxxx Kaoufman, provided that if the Call Option is being exercised at any time the Joint Venture Agreement remains in full force and effect, the Subscription AgreementPurchaser Shareholder shall attach evidence in a form reasonably satisfactory to Seller Shareholder that Moët Xxxxxxxx International has waived its call option, for each trading day during termination rights and rights of first refusal under the thirty days prior Joint Venture Agreement and that Xxxx Kaoufman has consented to the giving exercise of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodOption. (e) The respective Warrant Holders shall exercise their Warrant rights closing of the sale and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If Shares (the Warrant Holder fails “Call Closing”) shall be subject to timely pay the funds required receipt by the Warrant CallPurchaser Shareholder of any material regulatory approvals from any Governmental Authority of competent jurisdiction, including, without limitation, the Company may elect to cancel a corresponding amount of this WarrantRussian Federal Antimonopoly Service. (f) The Company may not exercise the right to Call this Warrant or any part of it Closing shall take place as soon as practicable after the occurrence delivery of a Non-Registration Eventthe Call Notice, as defined but in any event no earlier than December 31 of the Subscription Agreementyear in which the Call Option is exercised and the Call Notice delivered. (g) At the Call Closing: (i) the Purchaser Shareholder shall pay, unless same were subject or cause to cure be paid, to Seller Shareholder by wire transfer of immediately available funds an amount in U.S. dollars equal to the Exercise Price; and (ii) Seller Shareholder shall transfer to Purchaser Shareholder, or its designee, the Call Shares, free and cured during clear of all liens, and shall deliver to Purchaser Shareholder, or its designee, all documentation that Purchaser Shareholder may reasonably request in order to perfect the stated cure periodtransfer of such title.

Call Option. The Company shall have the 1.1 Each Grantor hereby grants to Grantee an option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call NoticeOption") during ), to acquire the period in which following number (and not less than the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(ivfollowing number) of the Subscription Agreement and thereafterOrdinary Shares, shall be coterminous with the exercise period par value NIS 0.03 per share, of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant Perion Network Ltd. (the "Warrant Call Option Shares") held by such Grantor: Shilo: 1,462,644 Call Option Shares Erez: 1,138,547 Call Option Shares The Call Option may only be exercised by the Grantee one time for the entirety of all 2,601,191 (Two Million Six Hundred One Thousand One Hundred Ninety One) Call Option Shares to be sold by both Grantors, in the aggregate, for a total purchase price of US$8,583,930.30 (Eight Million Five Hundred Eighty Three Thousand Nine Hundred Thirty and 30/100 US Dollars) (the "Call Option Purchase Price"), provided, which purchase price shall be payable as follows: to Shilo: $4,826,725.20 to Erez: $3,757,205.10 For the avoidance of doubt it is hereby clarified that the registration statement Call Option is effective at granted by each Grantor to the date Grantee for no consideration of any kind (including, but not limited to, no exercise price of the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise Option, other than payment of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books Call Option Purchase Price for purchase of the Companyunderlying Call Option Shares). (c) Unless otherwise agreed to by 1.2 In the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on event that Perion Network Ltd. subdivides or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice combines its shares or issues shares in connection with up to 50% any stock split, stock dividend, recapitalization, reclassification or similar event, the number of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior Call Option Shares that shall be subject to the giving of Call Option shall be proportionately adjusted to reflect such event, but the aggregate Call Notice ("Lookback Period") is 200% of the Option Purchase Price and the average daily trading volume distribution of the Common Stock Call Option Purchase Price between the respective Grantors shall be unaffected thereby. 1.3 The Grantee may exercise the Call Option (as described in Section 1.4 below) and complete the purchase of all Call Option Shares, by effecting payment of the Call Option Purchase Price (to the accounts of the Grantors set forth in Exhibit A hereto) at any time during the Lookback Period period commencing on the date of this Agreement through the fourteenth (14th) day from the date of this Agreement (the "Call Option Period"). The Call Option shall lapse if not exercised, or if payment of the Call Option Purchase Price, in its entirety, is not less than 100,000 Common Shares. Subject completed to the other limitations set forth hereineach Grantor, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Call Option Period. (e) The respective Warrant Holders shall 1.4 As provided in Section 1.1 above, the exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required Option may be effected in no more than one (1) installment, and shall be carried out by the Warrant CallGrantee delivering a notice in the form attached as Exhibit B hereto (the "Call Option Exercise Notice") to the Grantor, to the Company may elect email address specified in Exhibit B. Any Call Option Exercise Notice that is not accompanied by, or followed by, within the Call Option Period, payment of the Call Option Purchase Price, in its entirety (to cancel a corresponding amount the accounts of this Warrantthe Grantors set forth in Exhibit A hereto) shall be null and void. (f) 1.5 The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, Grantee hereby acknowledges that other than as defined confirmed by each Grantor in the Subscription Agreement“Perion Network Ltd. – Sale of Company Shares in an Off-Exchange Transaction”, unless same were subject attached as Exhibit C hereto, which confirmation applies to cure and cured during the stated cure periodCall Option Shares, each Grantor’s Call Option Shares may be acquired by the Grantee hereunder solely on an "as is" basis, without any representation or warranty being provided by either Grantor.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving With respect to each Warrant Holder Reset Date, Nelnet, Inc. is hereby granted a written notice Call Option for the purchase of call not less than 100% of any Class of the Reset Rate Notes to be reset on such Reset Date (if such A-18 Reset Date is on or after November 1, 2005), exercisable at a price equal to 100% of the "Call Notice"Outstanding Amount of that Class, less all amounts distributed to the related Registered Owners of the Reset Rate Notes as a payment of principal on the related Quarterly Distribution Date, plus any accrued and unpaid interest not paid by the Issuer on the applicable Reset Date and any Reset Rate Notes Carry-over Amounts (and any accrued interest thereon) during due and payable on such Class of the period Reset Rate Notes (as described in which the Warrant Call may be exercisedAppendix A hereto). (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date Nelnet, Inc. may transfer ownership of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call Option at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Companyany Nelnet Eligible Purchaser. (c) Unless otherwise agreed The Call Option may be exercised at any time on or prior to the Spread Determination Date or before the declaration of a Failed Remarketing, as applicable, by the Warrant Holderholder thereof by delivering a written notice stating its desire to exercise the Call Option on the Reset Date to the Securities Depository, the Indenture Trustee, the Remarketing Agents and the Rating Agencies; provided that the Call Notices must Option may not be given exercised before the day following the last Quarterly Distribution Date immediately preceding the next applicable Reset Date. Once written notice of the exercise of the Call Option is given, such exercise may not be rescinded. All amounts due and owed to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) the applicable Registered Owners shall be remitted on or about before the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased related Reset Date by the respective Warrant Holders holder of the Call Option in accordance with the respective Warrant held standard procedures established by eachthe Securities Depository for transfer of securities to ensure timely payment to the related Registered Owners of the Reset Rate Notes. (d) The Company may give a If the Call Notice in connection Option is exercised with up respect to 50% any Class of the Common Stock issuable upon exercise Reset Rate Notes, (i) the interest rate on that Class will be the Call Rate; and (ii) a Reset Period of this Warrant provided three months will be established. At the closing bid price end of such three month Reset Period, the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving holder of the Call Notice ("Lookback Period") is 200% Option may either remarket that Class pursuant to the remarketing procedures set forth in this Appendix A and in the Remarketing Agreement or retain that Class for one or more successive three-month Reset Periods at the then existing Call Rate. In the event the holder of the Purchase Price and the average daily trading volume Call Option chooses to remarket that Class of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Reset Rate Notes, such holder shall be solely responsible for all costs and expenses relating to the preparation of any new offering document and any other limitations related costs and expenses associated with such remarketing, other than the fees of the Remarketing Agents, as more fully set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% in Section 3 of the aggregate reported trading volume of the Common Stock during the Lookback PeriodRemarketing Agreement. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase If notice that the appropriate Warrant Shares and pay for same within 14 business days Call Option is going to be exercised with respect to a Class of the date Reset Rate Notes is given pursuant to subsection (c) of this Section, but such Class of the Call Notice. If Reset Rate Notes is not purchased on the Warrant Holder fails Reset Date, a Failed Remarketing shall be deemed to timely pay have occurred and such Class of the funds required by Reset Rate Notes shall bear interest at the Warrant Call, the Company may elect to cancel a corresponding amount of this WarrantFailed Remarketing Rate. (f) The Company may not Other than in connection with the exercise of a Call Option, none of Nelnet, Inc., the right to Call this Warrant Issuer or any part of it after their affiliates shall have the occurrence of a Non-Registration Event, as defined in ability to purchase any Reset Rate Notes tendered to the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodRemarketing Agents.

Call Option. (a) If the Merger Agreement is terminated for any reason (other than completion of the Merger), then the parties hereto agree that, at the option of Seller (the “Call Option”), exercisable by Notice to Purchaser prior to the date that is thirty days after the date of such termination, the sale and transfer of the Membership Interests contemplated by this Agreement shall be rescinded for all purposes in accordance with the provisions of Section 32(b) hereof and that the parties shall enter into such further agreements as may be necessary, in the opinion of Reckson, to cause the exercise of the Call Option pursuant to this Section to be treated as a rescission for U.S. federal income tax purposes. The Company parties hereto intend that the exercise of the Call Option pursuant to this Section (and any related actions and transactions) be treated as a rescission for U.S. federal income tax purposes and shall not take any position (whether on a Tax Return, in any audit or proceeding with respect to Taxes (as such terms are defined in the Merger Agreement), or otherwise) that is inconsistent with such characterization (an “Inconsistent Position”). Within 10 days of the receipt by any Reckson Party of any written notice from any taxing authority regarding its treatment or proposed treatment of the sale of the Membership Interests under this Agreement and/or the exercise of the Call Option, Seller shall notify Purchaser in writing of the substance of such communication; provided, that any failure to give such notice shall not relieve Purchaser from any of its obligations under Section 31 hereof, except to the extent Purchaser is actually prejudiced thereby. Seller shall have the option right to "call" the Warrants control any audit, contest, litigation or other proceeding by or against any taxing authority (the "Warrant Call")a “Tax Proceeding”) of any Reckson Party, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period including any Tax Proceeding in which the Warrant Call may taxing authority asserts an Inconsistent Position (an “Interested Party Tax Proceeding”). With respect to any Interested Party Tax Proceeding, (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each phase of such proceeding, (ii) Seller shall consult with Purchaser before taking any significant action in connection with such proceeding, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding, (iv) Seller shall defend such proceeding diligently and in good faith, and (v) Purchaser shall be exercisedentitled to participate in such proceeding if it could have an adverse effect on Purchaser that is material, in each case of clauses (i) through (iv), solely to the extent the Interested Party Tax Proceeding relates to an Inconsistent Position. In the event that Parent shall have an indemnity obligation under Section 31 as a result of a determination that Seller or any of its affiliates recognized gain from the sale of Membership Interests under this Agreement, Reckson shall, to the extent permitted by applicable law, elect to pay corporate level tax with respect to such gain rather than paying a deficiency dividend with respect thereto if (A) the payment of such corporate level tax would mitigate the amount of the indemnity obligation and (B) Reckson determines in good faith that such election does not result in adverse economic consequences to any Reckson Party for which such Reckson Party is not fully indemnified under Section 31 or otherwise. (b) The Company's right Within 5 Business Days of Seller’s Notice to Purchaser that Seller is exercising the Call Option, the following shall occur: (1) Purchaser shall transfer to Seller the Membership Interests, pursuant to a form of Assignment and Assumption of Interest Agreement substantially in the form attached hereto as Exhibit B (except as to the identity of the assignor and assignee); and (2) Seller shall pay to Purchaser (or Purchaser shall pay to Seller if the sum of clause (i), minus clause (ii), plus clause (iii) is a negative number) an amount of cash equal to the sum of (i) the cash purchase price paid for the Membership Interests pursuant to Section 3(b) hereunder, minus (ii) 25% of all dividends or distributions paid by the Company during the period of Purchaser’s ownership of the Membership Interests, plus (iii) an amount equal to 25% of all cash contributions to the Company during the period of Purchaser’s ownership of the Membership Interests (other than cash contributions used by the Company to fund capital expenses); and (3) Seller shall transfer the Purchase Money Note to the Purchaser and the Purchase Money Note shall be canceled; and (4) Purchaser shall prepare at its expense all documents and instruments necessary for the reacquisition of the Membership Interests and Purchaser will pay all taxes, recording costs and other fees in connection therewith. In addition, the parties shall take such action as may be required, or in the opinion of Seller, necessary under state law or otherwise (including through the payment of monies by Purchaser) to restore the parties to the same position as if the transactions contemplated by this Agreement had not occurred. (c) From and after the Closing Date and until the completion of the Merger (unless the Merger Agreement shall have been terminated and Seller shall have declined to exercise the Warrant Call Option within the period specified in Section 32(a) hereof), Purchaser shall commence (i) take all actions (including ensuring that the Property is adequately insured and otherwise) as shall be prudent and advisable in the ordinary course operation of the Property, (ii) refrain from taking any actions in connection with the actual effective date Property and the Company (including without limitation allowing the Company to incur any debt or to enter into any transactions with affiliates of Parent) other than in the ordinary course operation of the registration statement described in Section 10.1(ivProperty, (iii) of not allow the Subscription Agreement Company to issue debt or equity interests (other than the Membership Interests and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"Other Membership Interests), providedto incur any expenses other than reasonable, customary and necessary operating expenses, or to amend its operative documents in any manner, (iv) not make any entity classification election for federal income tax purposes with respect to the Company, (v) not place or suffer any lien, encumbrance or title defect (or any item that would be listed as an exception on a title insurance policy) on, or otherwise commit or suffer any waste with respect to, the registration statement is effective at Property or the date the Call Notice is given Membership Interests, and through the period ending 14 business days thereafter. In no event may (vi) not make any capital contributions to the Company exercise the Warrant Call at any time unless the Warrant Shares other than capital contributions required to be delivered upon exercise of the Warrantfund reasonable, will be upon delivery, immediately resalable, without restrictive legend customary and upon such resale freely transferable on the transfer books necessary operating expenses of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company Seller may give a Call Notice in connection with up to 50% exercise its option under this Section 32 only if it concurrently exercises its option under Section 32 of the Common Stock issuable upon exercise of this Warrant provided Other Purchase Agreement to reacquire the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodOther Membership Interests. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. 8.1 The Company hereby grants to the Bison Parties the right to acquire all, but not some only, of the shares and CPECs in LuxCo1 held by the Company at the Call Option Price (the “Call Option”). 8.2 The Call Option shall only be exercisable by the Bison Parties giving notice (a “Call Option Notice”) in writing to the Company: 8.2.1 during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of directors of Cyprus1 and (ii) the date on which all amounts payable under the SPA in respect of the earnout arrangements contemplated by Clause 2.2.2 of the SPA have been paid or determined to be zero and ending in either case 45 days thereafter (the “2010 Call Option Period”); and 8.2.2 during the period commencing on the date that the audited 2010 Operating Group accounts are approved by the board of directors of Cyprus1 and ending 45 days thereafter (the “2011 Call Option Period”). 8.3 If a Put Option Notice has been served pursuant to Clause 9.2, the Bison Parties shall not be entitled to serve a Call Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 8.3, a day shall mean a period from midnight to midnight in London. 8.4 The Call Option shall expire one day after the end of the 2011 Call Option Period, unless otherwise extended pursuant to Clause 8.7 below (the “Call Option Expiry Date”). 8.5 The Call Option Price payable by the Bison Parties to the Company shall be an amount payable in USD and shall be equal to: (a) if the Bison Parties exercise the Call Option during the 2010 Call Option Period, an amount equal to the 2010 Call Option Equity Value multiplied by the prevailing CayCo Share; or (b) if the Bison Parties exercise the Call Option during the 2011 Call Option Period, an amount equal to the 2011 Call Option Equity Value, multiplied by the prevailing CayCo Share, in each case, such Call Option Price to be allocated between the shares in LuxCo1 owned by the Company, together with their corresponding CPEC(s) (each such share, together with its corresponding CPEC(s) a “Strip”) equally between each such Strip, PROVIDED THAT the price payable for each Strip shall be subject to a floor (the “Floor Amount”) equal to the amount paid for the subscription of such Strip (including any premium paid), multiplied by: (i) in the case of a Strip subscribed in the three calendar month period ending on the relevant Call Option Exercise Date, 1.20; (ii) in the case of a Strip subscribed in the six calendar month period ending on the date falling three calendar months prior to the relevant Call Option Exercise Date, 1.52; (iii) in the case of a Strip subscribed in the three calendar month period ending on the date falling nine calendar months prior to the relevant Call Option Exercise Date, 1.85; (iv) in the case of a Strip subscribed prior to the date falling twelve calendar months prior to the relevant Call Option Exercise Date, 2.20 if the Call Option is exercised during the 2010 Call Option Period, and 2.05 if the Call Option is exercised during the 2011 Call Option Period or the 2012 Call Option Period; (v) in the case of a Strip subscribed after the relevant Call Option Exercise Date, 1.0; (vi) in the case of Strip issued by LuxCo1 where the entire proceeds of such subscription were applied to effect an Equity Investment as defined in the Senior Facilities Agreement1, 1.0; and (vii) in the case of a Strip issued by LuxCo1 where the entire proceeds of such subscription were applied to cause Net Senior Leverage to fall below 2.25 at the date of such subscription, and where such Net Senior Leverage remains below 2.25 at the next two successive Quarter Dates (as defined in the Senior Facilities Agreement), 1.0. For the avoidance of doubt, only that portion of the Strip which causes Net Senior Leverage to fall and to remain below 2.25 shall be subject to this multiplier. If two successive Quarter Dates have not passed in the period between the date of subscription (the “Subscription Date”) and the Call Option Exercise Date, the Call Option Exercise Date shall if the Subscription Date is more than three months before the Call Option Exercise Date be deemed to constitute a Quarter Date or if the Subscription Date is less than three months before the Call Option Exercise Date be deemed to constitute two Quarter Dates, in each case so that two successive Quarter Dates shall be deemed to have passed, in each case, minus the aggregate of dividends or other distributions actually received by the holder(s) of such Strip. For each Strip, the amount payable for such Strip shall be decreased by the amount by which the application of the Management Incentive Adjustment in the calculation of the Call Option Equity Value causes the Call Option Price in respect of such Strip to be lower than the Floor Amount for such Strip. If circumstances arise which fall within the provisions of any of paragraphs (i) to (iv) above and also fall within the provisions of any of paragraphs (v) to (vii) above, the applicable provisions of paragraphs (v) to (vii), as the case may be, shall prevail. 8.6 For the purposes of calculating each Floor Amount pursuant to Clause 8.5, (a) amounts which are not subscribed in Euros shall be converted into Euros at the prevailing spot rate of exchange, being the closing mid point as quoted on Bloomberg, at the time of subscription; and (b) amounts of dividends or other distributions which are not paid in Euros shall be converted into Euros at the prevailing spot rate of exchange, being the closing mid point as quoted on Bloomberg, at the time of receipt, 1 Definition to be updated once SFA is signed, but in any event to refer to equity cure events only. and shall then be converted into US dollars by multiplying by the Exchange Rate. The Exchange Rate shall be the lower of (i) the EUR/USD exchange rate prevailing on the Call Option Exercise Date and (ii) 1.6712. 8.7 If during the 2011 Call Option Period, the Bison Parties were to exercise the Call Option, and the Call Option Price were to be the Floor Amount, the Call Option may, at the election of the Bison Parties, be extended, (such election to be made within 90 days of the end of the 2011 Call Option Period) and will be exercisable for a period of 45 days commencing on the date that the audited 2011 Operating Group accounts are approved by the board of Cyprus1 (the “2012 Call Option Period”) except that in such instance the Call Option Price shall be calculated in accordance with the provisions of Clause 8.4 and based upon the 2011 Operating Group EBITDA, as extracted from the 2011 Operating Group accounts. For the avoidance of doubt, if the Bison Parties do not elect to extend the Call Option, there shall be no 2012 Call Option Period. 8.8 The Parties agree that, in the calculation of Call Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing. 8.9 If the transfer of the shares which are the subject of the Call Option Notice under Clause 8.2 (a “Call Transfer”) requires the approval or clearance of any state or national competition authority or regulator (“Anti-Trust Approval”), the Bison Parties undertake to the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted. 8.10 Without prejudice to the provisions of Clause 8.9, if Anti-Trust Approval will only be granted subject to conditions, obligations, measures, undertakings, and/or modifications (collectively, “Requirements”), the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirement as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligation of the Bison Parties contained in Clause 8.9 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 8.10, if within 60 days of the Call Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that, subject to the Bison Parties’ rights under Clause 8.11, they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Call Option Exercise Date. 8.11 Without prejudice to the obligation of the Bison Parties contained in Clause 8.9 to use best efforts to obtain Anti-Trust Approval, if following service of a Call Option Notice, it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they are required to accept would have an effect that is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall be entitled, upon giving to the Lion Parties five Business Days’ notice, to elect not to proceed with the exercise of the Call Option in that Call Option Period. In such a case, all rights under the Call Option in respect of that Call Option Period shall lapse and be of no further effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Call Option in that Call Option Period. 8.12 In relation to the exercise of a Call Option within a Call Option Period, if Anti-Trust Approval is not obtained within 120 days from the Call Option Exercise Date, unless the Lion Parties and the Bison Parties have agreed otherwise, the Call Option (in relation to that Call Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Call Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 8.9 and 8.10 prior to such lapse. 8.13 If Anti-Trust Approval is not required, completion of the Call Transfer shall take place before the end of the relevant Call Option Period and upon the Bison Parties having given to the Lion Parties 10 Business Day’s Notice, (for the avoidance of doubt, if the Bison Parties give notice to the Lion Parties on a date falling less than 10 Business Days prior to the end of the relevant Call Option Period, completion shall take place within 10 Business Days of the date such notice is given. 8.14 If Anti-Trust Approval is required, completion of the Call Transfer shall take place within 10 Business Days of receipt of Anti-Trust Approval. 8.15 At completion of the Call Transfer: 8.15.1 against delivery in accordance with Clause 8.15.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Parties), a sum equal to the Call Option Price; 8.15.2 upon receipt of the sums due, the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; and 8.15.3 the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares. 8.16 The Company shall have do all such acts and/or execute all such deeds and documents in a form satisfactory to the option relevant Bison Party as it may reasonably require to "call" give effect to the Warrants Call Transfer pursuant to this clause. 8.17 If the Bison Parties exercise the Call Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement at the same time and on the same terms as the Company’s Shares in LuxCo1 are transferred to the Bison Parties and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement). 8.18 If the Bison Parties exercise the Call Option in accordance with its terms and the Company breaches its obligations under this Agreement to sell to the Bison Parties the shares in LuxCo1 by failing to deliver its shares in LuxCo1 to the Bison Parties, the Company shall pay to the Bison Parties an amount equal to 2.5 times Operating Group EBITDA for the Financial Year last ended prior to the exercise by the Bison Parties of the Call Option. Such amount is agreed between the Company and the Bison Parties to be a genuine pre-estimate of the loss suffered by the Bison Parties of the breach by the Company of its obligations under this Clause 8. 8.19 As security for the obligations of the Company under Clause 8.17, [Lion/Rally Cayman 1 LP] shall enter into the Pledge Agreement, pursuant to the terms of which [Lion/Rally Cayman 1 LP] shall pledge its Shares in the Company to the Bison Parties, in the form attached hereto as Schedule 4 (the "Warrant Call"“Pledge Agreement”). The Parties agree that, save for the provisions of Clause 4.2 (Exceptions to Prohibitions on Transfer), the restrictions upon, and other provisions relating to, Transfers of Shares contained in Clause 4 of this Agreement shall not apply to any Transfer of Shares to the Chargee (as such term is described in the Pledge Agreement), in accordance with and governed by the following:terms of the Pledge Agreement. (a) 8.20 The Company shall exercise not be concerned as to the Warrant Call by giving to each Warrant Holder a written notice of call (allocation between the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date Bison Parties of the registration statement described shares in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable LuxCo1 upon the exercise by the Bison Parties of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given Option. 8.21 The Company undertakes that until the Call Option Expiry Date, and through without the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise prior written approval of the WarrantBison Parties, it will be upon deliveryat all times maintain Control of LuxCo1. The Lion Parties undertake to the Bison Parties that until the Call Option Expiry Date, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books they will at all times maintain Control of the Company. (c) Unless otherwise agreed to by the Warrant Holder8.22 Notwithstanding any other provision of this Clause 8, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% completion of the Common Stock issuable upon exercise of this Warrant provided the closing bid price sale and purchase of the Common Stock as reported by shares which are the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving subject of the Call Notice Option ("Lookback Period"or the Put Option pursuant to Clause 9) is 200% shall not take place until all amounts payable under the SPA in respect of the Purchase Price and the average daily trading volume earn-out arrangements contemplated by clause 2.2.2 of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject SPA have been paid or reduced to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodzero. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The (i) Other than as set forth in the second sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment by the Company for Cause or (B) the termination of the Executive’s employment for any reason (other than the Executive’s death) within one year following the date of this Agreement for any reason (or no reason), the Company shall have the right and option to "call" the Warrants (the "Warrant Call"“Call Option”), but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive. The purchase price (the “Call Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Called Shares”) shall be (x) in the case of (A) a termination of the Executive’s employment by the Company for Cause or (B) the termination of the Executive’s employment for any reason (other than the Executive’s death) within one year following the date of this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value of such Called Shares on the date of the applicable “Call Notice” (as defined below). (ii) The Company may exercise the Call Option by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Agreement, written notice of exercise (a “Call Notice”). The Call Notice shall specify the date thereof, the number of Called Shares and governed the Call Price. (iii) Within ten (10) days after his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the following:Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Upon its receipt of such shares, the Company shall pay to the Executive the aggregate Call Price therefor, in cash or by wire transfer of immediately available funds. (aiv) The Company shall will be entitled to receive customary representations and warranties from the Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Warrant Call Option as may reasonably requested by giving the Company, including but not limited to each Warrant Holder a written notice the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of call (the "Call Notice") during the period in which the Warrant Call may be exercisedall liens, claims and other encumbrances. (bv) The If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares. (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company's ’s right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyOption. (cvii) Unless otherwise agreed This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 4(b) shall be ineffective as to by each Company Common Share on and following an IPO or any other event which causes the Warrant HolderCompany Common Stock, or other securities for which all or substantially all of the Call Notices must Company Common Stock may have been exchanged, to be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) or become listed for trading on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachover an established securities market or established trading system. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise On the Warrant Call by giving terms and subject to the conditions set forth herein, each Warrant Holder a written notice of call the BCP Entities and XXXX hereby grants to LGII an irrevocable option (the "Call NoticeOption") exercisable beginning on the fourth anniversary of the Closing Date and ending on the day before the sixth anniversary of the Closing Date, to purchase (and, upon exercise of such Call Option in accordance herewith, each BCP Entity irrevocably agrees to sell to LGII) all, but not less than all, of the BCP Common Stock or the XXXX Common Stock, as the case may be, respectively owned by them. The aggregate purchase price with respect to all the shares of BCP Common Stock and the XXXX Common Stock being purchased shall be equal to the Call Option Exercise Price (as defined in Section 2.3). The consideration to be paid for each share of BCP Common Stock and XXXX Common Stock shall equal the Call Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Call Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) LGII shall give Blackstone Management Associates II L.L.C., a Delaware limited liability company ("BMAII"), as agent for each of the BCP Entities and XXXX, written notice of exercise of the Call Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Call Option. Subject to the preceding sentence, a notice of exercise of the Call Option may be given during or prior to the commencement of the period in which the Warrant Call may be exercised. (b) The Company's right Option is exercisable and shall irrevocably commit the Stockholders to exercise the Warrant Call shall commence with the actual effective date purchase and sale of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the BCP Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of XXXX Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachCall Option. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The (a) Upon the termination of the Optionee's Continuous Service for any reason, including, without limitation, death or permanent disability, voluntary termination or involuntary termination without cause (or in the event Optionee is a transferee if original Optionee's Continuous Service terminates), the Company shall have the option right to "call" purchase for cash all or any portion of the Warrants Shares acquired pursuant to the exercise of this Option which are held by Optionee (the "Warrant CallPurchased Shares"), in accordance with and governed by the following:. ---------------- (ab) The Company shall exercise may purchase all or any portion of such Purchased Shares at a per Share price equal to the Warrant greater of (i) the Fair Market Value of such shares as defined in the Plan and (ii) the original purchase price paid by Purchaser, plus one percent (1%) per month on a cumulative, compound basis. (c) Any Call Option may be exercised by giving to each Warrant Holder a delivery of written notice of call thereof (the "Call Notice") during to Optionee within sixty (60) days of the period in later ----------- of (i) the Termination Date or (ii) the dates of exercise of the option to which the Warrant Purchased Shares relate (the "Call may be exercised. (b) Option Exercise Period"). The Company's right --------------------------- Call Notice shall state that the Company has elected to exercise the Warrant Call shall commence with Option, and the actual effective date number and price of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous Purchased Shares with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date respect to which the Call Notice Option is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachbeing exercised. (d) The Company may give a Call Notice in connection with up closing of any purchase of Purchased Shares pursuant to 50% the exercise of the Common Stock issuable upon exercise Call Option pursuant to this paragraph 9 shall take place as soon as reasonably practicable and in no event later than ten (10) days after termination of this Warrant provided the applicable Call Option Exercise Period at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine. At the closing bid of any purchase and sale of Purchased Shares pursuant to this Paragraph 9, Optionee shall deliver to the Company a certificate or certificates representing the Purchased Shares to be purchased by the Company duly endorsed, or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed, and the Company shall pay to Optionee the purchase price of the Common Stock as reported Purchased Shares being purchased by the Principal Market as defined in the Subscription Agreement, Company. The delivery of a certificate or certificates for each trading day during the thirty days prior Purchased Shares by any Person selling Purchased Shares pursuant to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period this Paragraph 9 shall be equal deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to 10% such Purchased Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as contemplated; and (iii) such Purchased Shares are free and clear of the aggregate reported trading volume of the Common Stock during the Lookback Periodany and all liens or encumbrances. (e) The respective Warrant Holders provisions of this Paragraph 9 shall exercise their Warrant rights automatically terminate upon the earlier to occur of (i) in the event that the Company sells substantially all of its assets, merges into, consolidates with or enters into any other reorganization (including the sale of substantially all of its assets) in which the Company is not the surviving corporation (other than one in which 50% or more of the outstanding capital stock of the surviving corporation is held by the Company's current stockholders), or if the Company is the surviving corporation and purchase ownership of the appropriate Warrant Shares and pay for same within 14 business days outstanding capital stock of the Company following the transaction changes by 50% or more as a result of such transaction, or (ii) on the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount closing of this Warrant. an initial public offering registered on Form S-1 (f) The Company may not exercise the right to Call this Warrant or any part successor form) under the Act of it after securities of the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCompany.

Call Option. (a) If the Merger Agreement is terminated for any reason (other than completion of the Merger), then the parties hereto agree that, at the option of Seller (the “Call Option”), exercisable by Notice to Purchaser prior to the date that is thirty days after the date of such termination, the sale and transfer of the Membership Interests contemplated by this Agreement shall be rescinded for all purposes in accordance with the provisions of Section 32(b) hereof and that the parties shall enter into such further agreements as may be necessary, in the opinion of Reckson, to cause the exercise of the Call Option pursuant to this Section to be treated as a rescission for U.S. federal income tax purposes. The Company parties hereto intend that the exercise of the Call Option pursuant to this Section (and any related actions and transactions) be treated as a rescission for U.S. federal income tax purposes and shall not take any position (whether on a Tax Return, in any audit or proceeding with respect to Taxes (as such terms are defined in the Merger Agreement), or otherwise) that is inconsistent with such characterization (an “Inconsistent Position”). Within 10 days of the receipt by any Reckson Party of any written notice from any taxing authority regarding its treatment or proposed treatment of the sale of the Membership Interests under this Agreement and/or the exercise of the Call Option, Seller shall notify Purchaser in writing of the substance of such communication; provided, that any failure to give such notice shall not relieve Purchaser from any of its obligations under Section 31 hereof, except to the extent Purchaser is actually prejudiced thereby. Seller shall have the option right to "call" the Warrants control any audit, contest, litigation or other proceeding by or against any taxing authority (the "Warrant Call")a “Tax Proceeding”) of any Reckson Party, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period including any Tax Proceeding in which the Warrant Call may taxing authority asserts an Inconsistent Position (an “Interested Party Tax Proceeding”). With respect to any Interested Party Tax Proceeding, (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each phase of such proceeding, (ii) Seller shall consult with Purchaser before taking any significant action in connection with such proceeding, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding, (iv) Seller shall defend such proceeding diligently and in good faith, and (v) Purchaser shall be exercisedentitled to participate in such proceeding if it could have an adverse effect on Purchaser that is material, in each case of clauses (i) through (iv), solely to the extent the Interested Party Tax Proceeding relates to an Inconsistent Position. In the event that Parent shall have an indemnity obligation under Section 31 as a result of a determination that Seller or any of its affiliates recognized gain from the sale of Membership Interests under this Agreement, Reckson shall, to the extent permitted by applicable law, elect to pay corporate level tax with respect to such gain rather than paying a deficiency dividend with respect thereto if (A) the payment of such corporate level tax would mitigate the amount of the indemnity obligation and (B) Reckson determines in good faith that such election does not result in adverse economic consequences to any Reckson Party for which such Reckson Party is not fully indemnified under Section 31 or otherwise. (b) The Company's right Within 5 Business Days of Seller’s Notice to Purchaser that Seller is exercising the Call Option, the following shall occur: (1) Purchaser shall transfer to Seller the Membership Interests, pursuant to a form of Assignment and Assumption of Interest Agreement substantially in the form attached hereto as Exhibit B (except as to the identity of the assignor and assignee); and (2) Seller shall pay to Purchaser (or Purchaser shall pay to Seller if the sum of clause (i), minus clause (ii), plus clause (iii) is a negative number) an amount of cash equal to the sum of (i) the cash purchase price paid for the Membership Interests pursuant to Section 3(b) hereunder, minus (ii) 75% of all dividends or distributions paid by the Company during the period of Purchaser’s ownership of the Membership Interests, plus (iii) an amount equal to 75% of all cash contributions to the Company during the period of Purchaser’s ownership of the Membership Interests (other than cash contributions used by the Company to fund capital expenses); and (3) Seller shall transfer the Purchase Money Note to the Purchaser and the Purchase Money Note shall be canceled; and (4) Purchaser shall prepare at its expense all documents and instruments necessary for the reacquisition of the Membership Interests and Purchaser will pay all taxes, recording costs and other fees in connection therewith. In addition, the parties shall take such action as may be required, or in the opinion of Seller, necessary under state law or otherwise (including through the payment of monies by Purchaser) to restore the parties to the same position as if the transactions contemplated by this Agreement had not occurred. (c) From and after the Closing Date and until the completion of the Merger (unless the Merger Agreement shall have been terminated and Seller shall have declined to exercise the Warrant Call Option within the period specified in Section 32(a) hereof), Purchaser shall commence (i) take all actions (including ensuring that the Property is adequately insured and otherwise) as shall be prudent and advisable in the ordinary course operation of the Property, (ii) refrain from taking any actions in connection with the actual effective date Property and the Company (including without limitation allowing the Company to incur any debt or to enter into any transactions with affiliates of Parent) other than in the ordinary course operation of the registration statement described in Section 10.1(ivProperty, (iii) of not allow the Subscription Agreement Company to issue debt or equity interests (other than the Membership Interests and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"Other Membership Interests), providedto incur any expenses other than reasonable, customary and necessary operating expenses, or to amend its operative documents in any manner, (iv) not make any entity classification election for federal income tax purposes with respect to the Company, (v) not place or suffer any lien, encumbrance or title defect (or any item that would be listed as an exception on a title insurance policy) on, or otherwise commit or suffer any waste with respect to, the registration statement is effective at Property or the date the Call Notice is given Membership Interests, and through the period ending 14 business days thereafter. In no event may (vi) not make any capital contributions to the Company exercise the Warrant Call at any time unless the Warrant Shares other than capital contributions required to be delivered upon exercise of the Warrantfund reasonable, will be upon delivery, immediately resalable, without restrictive legend customary and upon such resale freely transferable on the transfer books necessary operating expenses of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company Seller may give a Call Notice in connection with up to 50% exercise its option under this Section 32 only if it concurrently exercises its option under Section 32 of the Common Stock issuable upon exercise of this Warrant provided Other Purchase Agreement to reacquire the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodOther Membership Interests. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise On the Warrant Call by giving terms and subject to the conditions set forth herein, each Warrant Holder a written notice of call the BCP Entities and PSIM hereby grants to LGII an irrevocable option (the "Call NoticeOption") exercisable beginning on the fourth anniversary of the Closing Date and ending on the day before the sixth anniversary of the Closing Date, to purchase (and, upon exercise of such Call Option in accordance herewith, each BCP Entity and PSIM irrevocably agrees to sell to LGII) all, but not less than all, of the BCP Common Stock or PSIM Common Stock, as the case may be, respectively owned by them. The aggregate purchase price with respect to all the shares of BCP Common Stock and PSIM Common Stock being purchased shall be equal to the Call Option Exercise Price (as defined in Section 2.3). The consideration to be paid for each share of BCP Common Stock and each share of PSIM Common Stock shall equal the Call Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and PSIM Common Stock being purchased, provided that the BCP Entities may reallocate the Call Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) LGII shall give Blackstone Management Associates II L.L.C., a Delaware limited liability company ("BMAII"), as agent for each of the BCP Entities and PSIM, written notice of exercise of the Call Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Call Option. Subject to the preceding sentence, a notice of exercise of the Call Option may be given during or prior to the commencement of the period in which the Warrant Call may be exercised. (b) The Company's right Option is exercisable and shall irrevocably commit the Stockholders to exercise the Warrant Call shall commence with the actual effective date purchase and sale of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the BCP Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of PSIM Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachCall Option. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The (a) If Purchaser’s employment with the Company and its Affiliates is terminated for any reason (or no reason) at any time prior to the 30-day period preceding a Change in Control, the Company shall have the right and option to "call" the Warrants (the "Warrant Call"“Call Option”), in accordance with and governed but not the obligation, to purchase from Purchaser (or the Fiduciary, as applicable) any or all of the Shares. The purchase price of each Share shall be the Fair Market Value of one share of the Stock on the date the Call Option is exercised (the “Call Price”). Notwithstanding the foregoing, if the Purchaser’s employment is terminated by the following: Company for Cause (aas defined in the Option Agreement), the Call Price shall be the lesser of (i) The Fair Market Value and (ii) the per Share exercise price set forth in the Option Agreement. In the event that Purchaser’s employment with the Company and its Affiliates is terminated due to Purchaser’s death, all references to “Purchaser” for purposes of this Section 2 (other than those relating to termination of employment) shall exercise include the Warrant Call by giving to each Warrant Holder a written notice administrator of call (the "Call Notice") during the period in which the Warrant Call may be exercisedPurchaser’s estate. (b) The Company may exercise the Call Option by delivering or mailing to Purchaser or the Fiduciary (with a copy to Purchaser), as applicable, in accordance with Section 11 of this Agreement, written notice of exercise (a “Call Notice”) at any time following the termination of Purchaser’s employment with the Company's . The Call Notice shall specify the date thereof, the number of Shares to be purchased and the Call Price. Notwithstanding the above, the Company’s right to exercise the Warrant Call Option shall commence with be suspended for six months and one day following the actual effective date issuance of the registration statement described in Section 10.1(iv) of Shares subject to the Subscription Agreement and thereafter, shall be coterminous with the exercise Call Option or such other period of time, if any, deemed necessary by the Warrants Committee in order for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend comply with applicable accounting rules and upon such resale freely transferable on the transfer books of the Companyother laws. (c) Unless otherwise agreed Within ten (10) days after Purchaser’s (or the Fiduciary’s, as applicable) receipt of the Call Notice, Purchaser (or the Fiduciary, as applicable) shall tender to the Company at its principal office the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by Purchaser (or the Warrant HolderFiduciary, as applicable) all in form suitable for the transfer of such shares to the Company. Upon its receipt of such shares, the Company shall pay to Purchaser the aggregate Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachPrice therefor. (d) The Company aggregate Call Price may give a Call Notice in connection with up to 50% be payable, at the option of the Common Stock issuable upon exercise Company, (i) in cancellation of this Warrant provided the closing bid price all or a portion of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior any outstanding indebtedness of Purchaser to the giving Company, (ii) in cash (by check or wire transfer), or (iii) any combination of the Call Notice ("Lookback Period"i) is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodor (ii). (e) The respective Warrant Holders shall exercise their Warrant rights Company will be entitled to receive customary representations and purchase warranties from Purchaser (or the appropriate Warrant Shares and pay for same within 14 business days Fiduciary, as applicable) regarding the sale of the date Shares pursuant to the Company’s exercise of the Call Notice. If the Warrant Holder fails to timely pay the funds required Option as may be reasonably requested by the Warrant CallCompany, including but not limited to the Company may elect representation that Purchaser (or the Fiduciary, as applicable) has good title to cancel a corresponding amount the Shares to be transferred free and clear of this Warrantall liens, claims and other encumbrances. (f) The If the Company may delivers a Call Notice as to any Shares, then from and after the time of delivery of the Call Notice Purchaser (and the Fiduciary, as applicable) shall no longer have any rights as a holder of the Shares subject thereto (other than Purchaser’s right to receive payment of the Call Price in accordance with this Section 1), and such Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Shares. (g) Any Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of the Plan, the Fiduciary Agreement and this Agreement, including the continuation of the Company’s right to exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodOption.

Call Option. The Holder hereby grants to the Company shall have the an option to "call" the Warrants (the "“Call Option”) to purchase this Warrant Call"(the “Call Securities”) pursuant to this Section 4(e), in accordance with and governed . The Call Option may be exercised by the following: Company at any time on or after the Closing Sale Price of a share of Common Stock is greater than 250% of the Exercise Price for twenty (a20) The consecutive Trading Days (the “Call Trigger”). At any time and from time to time after the occurrence of the Call Trigger, the Company shall exercise may deliver to the Warrant Call by giving to each Warrant Holder a written notice of call (the "a “Call Notice"”) during the period in which the Warrant Call may be exercised. (b) The Company's right that it has elected to exercise the Warrant Call Option, which Call Notice shall commence with notify the actual effective Holder of the date (the “Call Closing Date”, which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the registration statement described in Section 10.1(ivinitial Call Notice) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may on which the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to purchase all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% Securities of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common SharesHolder. Subject to the other limitations set forth hereinterms hereof, on the Call Closing Date, the maximum amount Company shall purchase, and the Holder shall sell to the Company, all of the Call Securities outstanding on the Call Closing Date for an aggregate purchase price equal to the product of (1) the aggregate number of Warrant Shares for which then issuable under the Call Notices may be given during any thirty day period Securities and (2) $0.01 (the “Call Amount”). On the Call Closing Date, the Company shall be equal pay the Call Amount to 10% the Holder, in cash by (A) wire transfer to an account in a bank located in the United States designated by the Holder or (B) a certified or official bank check drawn on a member of the aggregate reported trading volume New York Clearing House payable to the order of the Common Stock during Holder. On the Lookback Period. (e) The respective Warrant Holders Call Closing Date, the Holder shall exercise their Warrant rights and purchase surrender the appropriate Warrant Shares and pay for same within 14 business days of Call Securities to the date Company against payment of the Call NoticeAmount as above provided. If the Warrant Holder fails Notwithstanding anything herein to timely pay the funds required by the Warrant Callcontrary, the Company may elect revoke its Call Notice at any time prior to cancel a corresponding amount its payment of this Warrantthe Call Amount. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The (a) If, before the Initial Public Offering, Aegis is in breach of its obligations under Section 12.13(b) or Section 12.14, the Founder and/or the Company shall have the option to "call" the Warrants (the "Warrant Call"“Founder/Charm Call Option”), but not the obligation, to purchase from Aegis such number of shares in accordance with and governed the Company held by Aegis at the following: price per share equal to the price per Subscribed Share payable by Aegis under this Agreement (a) The Company shall exercise subject to any adjustment as a result of any split or consolidation which may have happened in the Warrant Call meantime), by giving notice in writing to each Warrant Holder a written notice of call Aegis (the "“Founder/Charm Call Option Notice") during the period in which the Warrant Call may be exercised”). (b) The Company's right Subject to exercise the Warrant terms and conditions of this Section 12.15, and in the event the Founder and/or the Company exercises the Founder/Charm Call Option by giving Aegis the Founder/Charm Call Option Notice, Aegis shall commence with transfer to the actual effective date Founder and/or the Company such number of shares in the registration statement described in Section 10.1(iv) of Company to be purchased by the Founder and/or the Company according to the Founder/Charm Call Option Notice, and the Founder and/or the Company shall pay to Aegis the Subscription Price per share equal to the price per Subscribed Share payable by Aegis under this Agreement and thereafter, shall be coterminous with (subject to any adjustment as a result of any share split or consolidation which may have happened in the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant meantime) (the "Warrant Shares"“Founder/Charm Call Price”), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by In the Warrant Holderevent that the Founder and/or the Company exercises the Founder/Charm Call Option, the Call Notices must be given sale and purchase of such number of shares in the Company to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Founder and/or the Company according to the Founder/Charm Call Option Notice will be completed within (30) days after the Founder and/or the Company has given the Founder/Charm Put Option Notice to Aegis and at the office of DLA Piper in accordance Beijing or such other place as the Founder and/or the Company and Aegis may agree whereupon, against payment by the Founder and/or the Company of the Founder/Charm Call Price, Aegis will deliver the following to the Founder and/or the Company: (i) duly executed instruments of transfer and sold notes (if applicable) in respect of the shares in the Company to be sold in favour of the Founder and/or the Company or its nominee together with definitive share certificates thereof in the respective Warrant held by eachnames of the relevant transferor; and (ii) half (1/2) share of any stamp duty or transfer duty payable on the sale and purchase of the shares in the Company to be sold. (d) The In the event that the Founder and/or the Company may give a exercises the Founder/Charm Call Notice in connection with up to 50% Option, each of the Common Stock issuable upon exercise of this Warrant provided Founder and/or the closing bid price Company and Aegis shall be liable for its own share of the Common Stock as reported by the Principal Market as defined Tax (other than stamp duty) in the Subscription Agreement, for each trading day during the thirty days prior relation to the giving transfer of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Shares pursuant to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodthis Section 12.15. (e) The respective Warrant Holders shall In the event that both the Founder and the Company wish to exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Founder/Charm Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant CallOption, the Company may elect to cancel a corresponding amount of this WarrantFounder shall have priority. (f) The Company may Founder/Charm Call Option, if not exercise exercised prior to the right to Call this Warrant or any part of it after Initial Public Offering, will lapse upon the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodInitial Public Offering.

Call Option. The Company SMW GP shall have the option to "call" the Warrants right (the "Warrant CallCall Option"), exercisable at any time in accordance with SMW GP's sole and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a absolute discretion upon written notice of call to LB LP (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given to require LB GP and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares LB LP to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. sell all (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is but not less than 100,000 Common Shares. Subject all) of their Partnership Interests to the other limitations set forth hereinPartnership, and to cause the maximum amount Partnership to purchase for cash all (but not less than all) of Warrant Shares LB GP and LB LP's Partnership Interests, for which Call Notices may be given during any thirty day period shall be a purchase price equal to 10% of the LB GP and LB LP's aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights Undistributed Class A Capital and purchase the appropriate Warrant Shares and pay for same within 14 business days Undistributed Class A Preference Amount as of the date of the Call Option Closing (the "Call Price"), provided that if the Call Option Closing is prior to 30 days from the date of delivery to the Partnership of the Interstate Stock certificates owned by the Partnership then the Call Price shall be decreased by the Discount Amount set forth on Exhibit C. Within thirty (30) days after the delivery of the Call Notice. If , the Warrant Holder fails to timely Partnership shall pay the funds required Call Price to LB LP (the "Call Option Closing"). Upon payment of the Call Price in full, LB GP and LB LP's Partnership Interests and all rights in respect thereof shall immediately, without any action on the part of LB GP or LB LP, cease to exist. The Partners acknowledge and agree that SMW GP shall be permitted to cause the Partnership to fund the Call Price by, among other things, (i) the Partnership selling shares of the Interstate Stock in a registered or unregistered resale, (ii) the Partnership incurring indebtedness for borrowed money by obtaining loans on margin secured by the Warrant CallInterstate Stock or by obtaining loans from SMW LP, or (iii) the Company may elect Partnership requesting additional Capital Contributions from only SMW LP. The Partners further acknowledge and agree that SMW GP is authorized and empowered, on behalf of the Partnership, to cancel a corresponding amount consummate the transactions contemplated by this Section 11.8 and to execute any and all documents deemed by SMW GP reasonable and appropriate for such transactions, its execution of any such documents or taking any such actions being evidence of the reasonableness and the appropriateness thereof. SMW GP and SMW LP shall jointly and severally indemnify and hold harmless each of LP GP and LB LP and their respective officers, directors, successors, transferees and assigns from and against any and all claims, losses, damages, costs, fees and expenses (including court costs and reasonable attorneys' fees and expenses) resulting from, arising out of or related to the Call Option; provided, however, that such indemnification shall be limited to the respective Capital Account of SMW GP and SMW LP as of the date of this Warrant. (f) The Company may not Agreement. Upon written request by LB GP given at any time after the three-month anniversary of the date hereof, SMW GP shall use all commercially reasonable efforts to exercise the right to Call this Warrant or any part of it after Option and consummate the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodtransactions contemplated thereby.

Call Option. The Company Notwithstanding anything to the contrary contained in this Article V and other than with respect to the Optional Prepayment Exception, so long as (i) no Event of Default shall have occurred and be continuing, and (ii) the Borrower has a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Secured Notes, then at any time after the Effective Date, the Borrower shall have the option right, exercisable on not less than ten (10) Trading Days prior written notice to "call" the Warrants Holders of the then-outstanding Secured Notes (which notice may not be sent to the "Warrant Call"Holders of the Secured Notes until the Borrower is permitted to prepay all or any portion of the Secured Notes pursuant to this Section 5.1), to prepay all or any portion of the then-outstanding Secured Notes in accordance with this Section 5.1 on a pro rata basis. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the then-outstanding Secured Notes at their registered addresses appearing on the books and governed records of the Borrower and shall state (1) that the Borrower is exercising its right to prepay all or a specified portion of the Secured Notes, and (2) the date of such prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make such payment to or upon the order of the Holders as specified by the following: Holders in writing to the Borrower at least one (a1) The Company business day prior to the Optional Prepayment Date. Notwithstanding delivery of an Optional Prepayment Notice and subject to Section 1.1 above, the Holders shall exercise at all times prior to the Warrant Call by giving to each Warrant Holder a written notice of call (Optional Prepayment Date maintain the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date convert all or any portion of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Secured Notes in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% Article I and any portion of the Common Stock issuable upon exercise Secured Notes so converted after receipt of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days an Optional Prepayment Notice and prior to the giving Optional Prepayment Date set forth in such notice and such payment shall be deducted from the principal amount of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for Secured Notes which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were are otherwise subject to cure and cured during the stated cure periodprepayment pursuant to such Option Prepayment Notice.

Call Option. The At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to "each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call" , redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Warrant CallRedemption Date"), in accordance with which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and governed by effective, the following: (a) The Company Warrantholders shall exercise have the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the 30-day period in which immediately following the Warrant Call may be exercised. (b) The Company's right date of such notice to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant held by each. Agent (d) or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company may give a Call Notice shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with up to 50% the redemption of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodWarrants. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company Subject to the provisions hereof, the Buyer shall have the option right but not the obligation to acquire and the Seller shall have the obligation to transfer all of its right, title and interest in the Property; provided, that, at the time of the consummation of the closing relating to any Facility and the applicable portion of the Property relating thereto (each, a "call" Closing"), (a) subject to Section 10.2 hereof, the Warrants Seller shall have fulfilled all of its obligations hereunder relating to such Facility and the applicable portion of the Property relating thereto and (b) subject to the provisions of Section 10.2 hereof, all of the conditions precedent to the Buyer's obligation to consummate the applicable Closing set forth in Sections 10 and 11 of this Agreement shall be satisfied (the matters referred to in the foregoing clauses (a) and (b) are referred to herein as the "Closing Conditions"). The Buyer's right to acquire the Seller's interest in any Facility (the "Warrant CallCall Right")) shall be exercisable, in accordance with and governed by the following: upon not less than thirty (a30) The Company shall exercise the Warrant Call by giving to each Warrant Holder a days' prior written notice of call (the "Call Notice") during the period in which Facility's Exercise Period. Within fifteen (15) days after the Warrant Call may be exercised. (b) The CompanySeller's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving receipt of the Call Notice ("Lookback Period") is 200% Notice, the Seller shall deliver to the Buyer the Seller's calculation of the Facility Purchase Price and the average daily trading volume of financial information used to calculate the Common Stock during the Lookback Period is not less than 100,000 Common SharesFacility Purchase Price. Subject to the other limitations set forth hereinprovisions of Section 12 hereof, the maximum amount of Warrant Shares for Closing relating to any Facility with respect to which the Buyer has exercised its Call Notices may be given during any thirty day period Right shall be equal to 10% of occur on the aggregate reported trading volume of specific date designated by the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of Buyer in the Call Notice. If , which date shall be within the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this WarrantFacility's Exercise Period or no later than thirty (30) days thereafter. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have By giving irrevocable notice to the option to "call" Trustee in the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call manner described below (the "Call Notice") during ), the period in which Company has the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date purchase all of the registration statement described Bonds (including this bond), in Section 10.1(iv) of whole but not in part, on the Subscription Agreement and thereafterCoupon Reset Date (the "Call Option"), shall be coterminous with the exercise period of the Warrants for at a maximum of 50price equal to 100% of the Common Stock issuable upon the exercise of this Warrant principal amount thereof (the "Warrant SharesCall Price"). The Company may assign to Xxxxxx Xxxxxxx & Co. International Limited all its right, providedtitle and interest and obligation in, that to and under the registration statement Call Option, and the Company, or in the event of such an assignment, Xxxxxx Xxxxxxx & Co. International Limited, and any successor thereof, is effective at herein referred to as the date "Callholder". The Callholder will be required to give the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Trustee, in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up writing, prior to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement4:00 p.m., for each trading day during the thirty New York City time, no later than fifteen calendar days prior to the Coupon Reset Date. The Call Notice shall contain delivery details satisfactory to the Trustee, including the identity of the Callholder's account with the Depositary (as defined below). If the Callholder exercises the Call Option by giving the Call Notice, (i) not later than 2:00 p.m., New York City time on the Business Day prior to the Coupon Reset Date, the Callholder shall pay the amount of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject in immediately available funds to the other limitations set forth herein, the maximum amount of Warrant Shares Trustee for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date payment of the Call Notice. If Price to the Warrant Holder fails to timely pay holders of the funds required by Bonds (including this bond) on the Warrant Call, Coupon Reset Date and (ii) the Company may elect to cancel a corresponding amount holders of this Warrant. bond will be required to deliver, and will be deemed to have delivered, this bond against payment therefor on the Coupon Reset Date through the facilities of The Depositary Trust Company or its successor, as Depository for the Bonds (f) the "Depository"), and will be required to accept the Call Price on such date in full satisfaction of this bond. The Company may Callholder is not required to exercise the right to Call Option, and no holder of this Warrant bond or any part interest therein will have any right or claim against the Callholder as a result of it after the occurrence Callholder's decision whether or not to exercise the Call Option or performance or nonperformance of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodits obligations with respect thereto.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares")Warrants, provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 fourteen (14) business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolder of this Warrant, the Call Notices Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseother principal terms) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock Stock, as reported by on the NASD OTC Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is, at the time, the principal trading exchange or market for the Common Stock, the "Principal Market as defined in Market"), of if not then trading on a Principal Market, such other principal market or exchange where the Subscription AgreementCommon Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice, for each trading day during the thirty (30) trading days prior to the giving of the Call Notice ("Lookback Period") is 200% three hundred percent (300%) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 one hundred thousand (100,000) Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders Holder shall exercise their his Warrant rights and purchase the appropriate Warrant Shares Common Stock and pay for same within 14 fourteen (14) business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, an Event of Default as defined in the 7% Secured Convertible Notes issued to the Warrant Holder at or about the Issue Date, pursuant to the Subscription Agreement, unless same were was subject to cure and actually cured during the stated cure period. (g) Only four Warrant Calls may be given in connection with this Warrant. (h) The resale restriction described in Section 7.2 of the Subscription Agreement shall not apply to any shares of Common Stock purchased by the Holder as a result of a Warrant Call.

Call Option. The Company (a) At any time following (i) the third (3rd) anniversary of the Effective Date, (ii) a Xxxxxx Estate Trigger Date, or (iii) the Call Trigger Date, Xxxxx shall have the option option, but not the obligation, to "call" the Warrants deliver written notice (the "Warrant Call"), “Call Notice”) to the Xxxxxx Members of Xxxxx’x exercise of its right to purchase the Xxxxxx Members’ entire Interest in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during “Called Interest”). The Called Interest shall be deemed to include the period in which the Warrant Call may be exercisedInterests of Xxxxxxx and Xxxxxxx. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid purchase price of the Common Stock as reported Called Interest (the “Call Price”) shall be determined by multiplying (i) the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving Percentage Share of the Call Notice Called Interest, times ("Lookback Period"ii) is 200% the Fair Market Value of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days Company as a whole determined as of the date of the Call Notice. If Notice as if (A) the Warrant Holder fails assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to timely pay the funds required third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Warrant CallCompany in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the Company may elect to cancel a corresponding amount of any Member Loan owed by the holder of the Called Interest to Xxxxx shall be deducted from the Call Price, as shall any undisputed Losses for which Xxxxx has not been indemnified, provided that the amount of any claimed Losses for which Xxxxx has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. In the event that Xxxxx and Xxxxxx are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, Xxxxx and Xxxxxx (for purposes of this WarrantSection 8.7, the “Call Members”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (fii) The Company Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any ACTIVE 202923160v.13 Proposed FMV, no Call Member may not exercise make any additions, deletions, or changes in such Proposed FMV. If either Call Member fails to submit its Proposed FMV to the arbitrator within such time period, time being of the essence with respect thereto, such Call Member shall be deemed to have irrevocably waived its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value. (iii) If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Warrant Agreement or any part Proposed FMVs submitted by the Call Members. The Arbitator’s determination of it after Arbitrated Fair Market Value shall be binding upon the occurrence Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCall Price.

Call Option. The (a) Upon the termination of the Executive's employment with the Company for any reason, the Company shall have the option right, but not the obligation, to "call" (i) purchase the Warrants Note for an amount equal to the outstanding principal amount and all accrued interest thereon through the date of such purchase (the "Warrant CallNote Call Price"), in accordance with and governed (ii) redeem and purchase all of the Warrants and Put/Call Shares held by the following:Executive (such right, the "Call Option"), pursuant to the terms of this Section 8. The purchase price for the Warrants and the Put/Call Shares to be acquired by the Company shall be either (A) an amount equal to the product of (x) the Fair Market Value Per Common Share, calculated as of the date the Call Notice (as defined below) with respect to such Call Option was given, and (y) the number of Put/Call Shares for which the Call Option has been exercised, in the event the Executive's employment with the Company is terminated due to the Executive's death or disability, termination by the Company without Cause or termination by the Executive for Good Reason, or (B) an amount equal to the par value of the Common Shares multiplied by the number of Put/Call Shares for which the Call Option has been exercised, in the event the Executive's employment with the Company is terminated for Cause or the Executive voluntarily terminates his employment with the Company (in each case, the "Warrant Call Price," and collectively with the Note Call Price, the "Call Price"). For purposes of this Section 8, the number of Put/Call Shares for which the Call Option has been exercised is the number of Put/Call Shares included in such Call Option plus (without duplication), the number of Common Shares then issuable if the Warrants included in the Call Option were exercised for Common Shares on the date for determining the Warrant Call Price. (ab) The Company shall may exercise the Warrant Call Option by giving to each Warrant Holder a delivering written notice of call to the Executive (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, stating that the registration statement Company is effective at the date the exercising its Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderOption, the Call Notices must Price to be given paid (including supporting information and schedules to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price verify such calculation), and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided and time for the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% Option, which shall not be more than 120 days after the date on which the Executive receives the Call Notice. The closing of the Purchase Price Call Option shall take place at the principal office of the Company or such other place as may be mutually agreed by the Executive and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common SharesCompany. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which The Call Notices may be given during any thirty day period Price shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights due and purchase the appropriate Warrant Shares and pay for same within 14 business days of payable in full on the date of the closing of the Call Notice. If Option, and upon payment of the Warrant Holder fails to timely pay the funds required by the Warrant CallCall Price, the Executive shall transfer and deliver to the Company may elect to cancel a corresponding amount of this Warrant. (fi) The Company may not exercise the right to Note and (ii) the certificate or certificates representing the Warrants and the certificate or certificates representing the Put/Call this Warrant or any part of it after the occurrence of a Non-Registration EventShares, as defined the case may be, in the Subscription Agreement, unless same were subject to cure each case together with all necessary assignments and cured during the stated cure periodendorsements. The Call Price shall be paid by cashier's or certified check or by wire transfer at closing.

Call Option. The Company shall have (a) You grant LLC the option to "call" the Warrants purchase any or all of your Restricted Shares (the "Warrant CallCALL OPTION") if you cease to be employed by Europe NV or its subsidiaries, voluntarily or involuntarily, with or without cause, for any reason or for no reason (a "CALL EVENT"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise You agree that the Warrant Call shall commence with call price for 40,518 of your Restricted Shares purchased under this Section 4 will be $0.001044 per share and the actual effective date of the registration statement described in call price for your remaining 40,518 Restricted Shares purchased under this Section 10.1(iv) of the Subscription Agreement and thereafter4 will be $2.155532 per share (each, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant SharesCALL PRICE"). If a Call Event occurs, provided, that the registration statement is effective LLC will repurchase an equal number of your Restricted Shares at the date the each Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyPrice. (c) Unless otherwise agreed When a Call Event occurs, LLC must deliver to by you the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar "CALL NOTICE" attached to this Warrant (in terms of exercise price and otherwise) on or about the same issue date Agreement as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% EXHIBIT C, notifying you of the Common Stock issuable upon exercise of this Warrant provided its Call Option and indicating the closing bid price number of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price Restricted Shares LLC will purchase and the average daily trading volume of total Call Price. LLC agrees to pay the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same price within 14 ten business days of after the date of the Call Notice. (d) You agree that as security for the Call Option, LLC will have custody of the share certificates issued for your Restricted Shares, and you will sign and deliver the letter attached to this Agreement as EXHIBIT D, instructing Europe NV's registrar to deliver those certificates to LLC. (e) You agree to execute in blank the stock powers attached to this Agreement as EXHIBIT E ("STOCK POWERS"), as requested by LLC. If You understand and agree that when LLC has paid you the Warrant Holder fails total Call Price, it will use the Stock Powers to timely pay change the funds required by ownership of the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrantrepurchased Restricted Shares in its custody. (f) The Company may not exercise LLC agrees that, after each Lapse Date, it will return to you or your designated agent the right to Call this Warrant or any part of it after NV Share certificates on which the occurrence of a Non-Registration EventTransfer Restrictions have lapsed, as defined in together with the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodcorresponding Stock Power.

Call Option. The Company (a) In the case of an Event of Default (as described below) by a Shareholder, the other Shareholder (the "Nondefaulting Shareholder") shall have be granted the option to "call" purchase the Warrants Shares held by the other Shareholder at a fair value price (the "Warrant CallFair Price"), but in accordance with and governed no case shall the Fair Price be less than the book value of such interest, to be determined by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call Corporation's independent accountants (the "Call NoticeAccountant") during ). The costs of such Accountant shall be paid by the Corporation. Such option shall be exercisable for a period in which of 15 days following the Warrant Call may be exerciseddelivery of the valuation report by the Accountant. (b) The Company's right If the Non-Defaulting Shareholder has not exercised its option pursuant to exercise Section 7(a), then the Warrant Call other Shareholder shall commence with be granted the actual effective date same option which will thereafter be exercisable from the 16th day until the 30th day after the delivery of the registration statement described in Section 10.1(iv) of valuation report by the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyAccountant. (c) Unless otherwise agreed to If after the 30th day following the delivery of the valuation report by the Warrant HolderAccountant neither of the Shareholders has exercised its option pursuant to Sections 7(a) and (b) hereof, then the Call Notices must Non-Defaulting Shareholder shall have a new option to purchase the other Shareholder's interest in the Corporation at a price equal to 90% of the Fair Price. Such option shall be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms exercisable for a period of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachseven days. (d) The Company may give a Call Notice in connection with up If the Non-Defaulting Shareholder has not exercised its option pursuant to 50% Section 7(c), then the other Shareholder shall have the same option which will thereafter be exercisable from the 38th day until the 45th day after the delivery of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported valuation report by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodAccountant. (e) The respective Warrant Holders foregoing procedure shall exercise their Warrant rights be applied with successive seven-day options granted to the Non- Defaulting Shareholder and purchase the appropriate Warrant Shares and pay for same within 14 business days other Shareholder at a price that shall be reduced by 10% of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required Fair Price determined by the Warrant CallAccountant at the expiration of each party's option to purchase at the Fair Price, the Company may elect as so reduced, until any Shareholder decides to cancel a corresponding amount of this Warrantexercise its option. (f) The Company may not exercise the right to Call For purposes of this Warrant or any part Section 7, an Event of it after the occurrence of Default shall include: (i) a Non-Registration Event, as defined material default by either Shareholder in the Subscription Agreement, unless same were subject observance or performance of any of the terms of this Agreement which default remains uncured for a period of sixty (60) days after receipt of reasonable notice thereof by the Defaulting Shareholder; (ii) a "change in control" of either Shareholder resulting in control by any person or corporation who is a competitor of the Shareholders. For purposes of this paragraph "change in control" shall mean (a) the acquisition of fifty-one percent (51%) or more of the voting capital stock of such Shareholder or (b) the ability to cure and cured during control the stated cure period.Board of Directors of such Shareholder; or

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company CABO Investor shall have the right (but not the obligation) (such right, the "Call Option") to purchase from the Unitholders all (but not less than all) of the outstanding Units not already held by the CABO Investor (other than any such Units held by a Blocker Corporation) (such units, the "Non-CABO Investor Units") and all (but not less than all) of the outstanding equity securities of any Blocker Corporation not already held by the CABO Investor (such equity securities, the "Non-CABO Investor Blocker Interests") for an aggregate amount equal to the Call Option Price (with the Call Option Price to be further allocated among the Unitholders and LTIP participants in accordance with the applicable provisions of this Agreement and the Call / Put Merger Agreement and the LTIP) pursuant to this Section A. If the CABO Investor wishes to exercise the Warrant Call by giving to each Warrant Holder a Option, it shall deliver an irrevocable written notice of call such determination (the "Call Exercise Notice") to the Company and the GTCR Investors during the period from and after January 1, 2023 through June 30, 2024 (such period, the "Call Period") and not before or after such period. Each Call Period shall be tolled for each day that the Company fails to deliver the Call Option Price Statement in which the Warrant Call may be exercisedaccordance with clause (b) immediately below. (b) The Company's right Within 20 business days prior to exercise the Warrant deadline for each Call Period, the Company shall commence with deliver to the actual effective date of the registration CABO Investor a statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant SharesCall Option Price Statement") showing the Company's good faith calculations of the Applicable EBITDA Amount, the LTM Corporate Expense Amount, the Call Option Enterprise Value, the Consolidated Total Net Indebtedness and the resulting Call Option Total Equity Value, including in each case reasonable detail with respect to the computation of each element thereof, in each case calculated in accordance with Exhibit A hereof. If the CABO Investor has any objections to the calculations set forth in the Call Option Price Statement, the CABO Investor shall deliver to the Company and the GTCR Investors a statement setting forth such objections (a "Call Option Objections Statement"). If a Call Option Objections Statement is not delivered to the Company and the GTCR Investors within 20 business days after delivery of the Call Option Price Statement, providedthe calculations set forth on the Call Option Price Statement shall be final, that binding and non-appealable by the registration statement parties hereto, absent manifest computational error. If a Call Option Objections Statement is effective at delivered by the CABO Investor, the Company, the GTCR Investors and the CABO Investor shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 20 business days after the delivery of the Call Option Objections Statement, then the parties shall submit such dispute to a nationally-prominent accounting or valuation firm with experience in the resolution of the type of disputes contemplated by this Section A, which does not have a material conflict of interest with respect to the Company, the GTCR Investors or the CABO Investor and which is reasonably acceptable to the GTCR Investors and the CABO Investor (the "Valuation Firm"). Any further submissions to the Valuation Firm must be written and delivered to each party to the dispute. The Valuation Firm shall make a final determination of the Applicable EBITDA Amount, the LTM Corporate Expense Amount, the Call Option Enterprise Value, the Consolidated Total Net Indebtedness and the resulting Call Option Total Equity Value, calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit A. The parties will cooperate with the Valuation Firm prior to and during the term of its engagement, including by executing a customary engagement letter, and the Valuation Firm will be instructed to deliver a final resolution in writing to the parties within 20 business days of engagement. The determination of the Applicable EBITDA Amount, the LTM Corporate Expense Amount, the Call Option Enterprise Value, the Consolidated Total Net Indebtedness and the resulting Call Option Total Equity Value calculated with reference thereto, shall become final and binding on the parties on the date the Call Notice is given and through Valuation Firm delivers its final resolution in writing to the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Companyparties. (c) Unless otherwise agreed to by the Warrant HolderUpon and following delivery of a Call Exercise Notice, the Company and the Investors shall take all actions set forth on Schedule C and shall work in good faith to promptly finalize the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (/ Put Merger Agreement in terms respect of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Call Option in accordance with the respective Warrant held by eachterms of this Section A and Schedule C. The closing of the exercise of the Call Option shall occur in accordance with the terms set forth in the Call / Put Merger Agreement and Schedule C. An exercise of the Call Option pursuant to this Section A shall be deemed an "Approved Sale" under this Agreement. (d) The Company may give a Call Notice In addition to and not in connection with up to 50% lieu of the Common Stock issuable upon exercise provision of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as Section 1.1, capitalized terms used but not otherwise defined in this Agreement shall have the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.following meanings:

Call Option. The Company shall have (a) From time to time, and at any time, after the option fourth anniversary of the date of the issuance of Warrants and prior to the Expiration Date, upon written notice from the Issuer to each registered holder holding any outstanding Warrants (a "call" CALL NOTICE"), the Issuer may purchase all or less than all of the Warrants outstanding (the "Warrant CallCALL OPTION"), for cash in accordance with and governed by an aggregate amount equal to $60 million, assuming the following: (a) The Company purchase of all Warrants initially issued hereunder, or a pro rata portion of $60 million, assuming the purchase of less than all such Warrants; PROVIDED that, if less than all of the outstanding Warrants are purchased, the Issuer shall exercise purchase such Warrants from each registered holder on a PRO RATA basis; PROVIDED FURTHER, that following any Call Notice, each holder shall have 30 days following the Warrant date of such Call by giving Notice to each Warrant Holder a deliver to the Issuer written notice of call (the "its election to exercise any Warrants covered by such Call Notice") during . Any Call Notice shall state the period number of Warrants to be purchased from each registered holder, the price to be paid to each holder, the method of determination of such price, the date of the purchase and that the Issuer has funds available to it in which the Warrant Call may be exercisedan amount sufficient to make such purchase. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth hereinrights of each registered holder pursuant to Section 11(d), the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Issuer shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares unexercised Warrants from each registered holder not earlier than 31 days and pay for same within 14 business not later than 60 days of after the date of the Call Notice. If ; PROVIDED that if the Warrant Holder fails Issuer does not satisfy its obligations in respect of such Call Notice (except as provided in Section 11(d)) at the end of such 60- day period, such Call Notice shall cease to timely pay the funds required be in effect unless otherwise agreed to by the Warrant Call, the Company may elect to cancel a corresponding amount of this WarrantDesignated Holder. (fc) The Company On the date designated, each holder of Warrants subject to a Call Notice shall surrender such Warrants to the Issuer without any representation or warranty (other than that such holder has (i) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind and (ii) the power and authority to surrender such Warrants), against payment therefor by wire transfer to an account in a bank located in the United States designated by such holder for such purpose. (d) If within 30 days of the delivery to any holder of the Call Notice referred to in Section 11(a) hereto such holder delivers to the Issuer a notice of its election to exercise any Warrants covered by such Call Notice and, within 15 days thereafter, files any premerger notification and report forms under the HSR Act required for such holder's exercise of the Warrants, to the extent that all of the Warrants cannot be exercised pursuant to the exception provided under Section 802.9 of the HSR Act in accordance with the procedures set forth in Section 9(f)(ii), the Issuer's Call Option shall be tolled to allow such holder either to (i) comply with the HSR Act within the time period provided in Section 9(f)(iii) or (ii) transfer such holder's unexercised Warrants pursuant to the terms of Section 9(f)(iii); PROVIDED that, in lieu of permitting such transfer, the Issuer may purchase, by delivering written notice thereof at any time during the 30 days following the date of such holder's Notice of Transfer, such Warrants proposed to be transferred for a cash purchase price per Warrant Share equal to the Fair Market Value per Warrant Share less the Exercise Price per Warrant Share as of the date such holder gives the Issuer written notice of such proposed exercise pursuant to Section 11(a). Any cash payment due from the Issuer to a registered holder pursuant to the proviso of this Section 11(d) shall be made by the Issuer not exercise the right to Call this Warrant or any part of it later than 90 days after the occurrence date of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodsuch holder's Notice of Transfer.

Call Option. The Company (a) At any time following (i) the third (3rd) anniversary of the Effective Date, (ii) a Xxxxxx Estate Trigger Date, or (iii) the Call Trigger Date, Xxxxx shall have the option option, but not the obligation, to "call" the Warrants deliver written notice (the "Warrant Call"), “Call Notice”) to Xxxxxx of Xxxxx’x exercise of its right to purchase the Xxxxxx’x entire Interest in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised“Called Interest”). (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid purchase price of the Common Stock as reported Called Interest (the “Call Price”) shall be determined by multiplying (i) the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving Percentage Share of the Call Notice Called Interest, times ("Lookback Period"ii) is 200% the Fair Market Value of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days Company as a whole determined as of the date of the Call Notice. If Notice as if (A) the Warrant Holder fails assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to timely pay the funds required third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Warrant CallCompany in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the Members in complete liquidation of the Company; provided, that, the Company may elect to cancel a corresponding amount of any Member Loan owed by the holder of the Called Interest to Xxxxx shall be deducted from the Call Price, as shall any undisputed Losses for which Xxxxx has not been indemnified, provided that the amount of any claimed Losses for which Xxxxx has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the final judgment of a court of competent jurisdiction. In the event that Xxxxx and Xxxxxx are unable to agree upon the Fair Market Value within thirty (30) days after the date of the Call Notice, then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, Xxxxx and Xxxxxx (for purposes of this WarrantSection 8.7, the “Call Members”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (fii) The Company Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any Proposed FMV, no Call Member may not exercise make any additions, deletions, or changes in such Proposed FMV. If either Call Member fails to submit its Proposed FMV to the arbitrator within such time period, time being of the essence with respect thereto, such Call Member shall be deemed to have irrevocably waived its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value. (iii) If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Warrant Agreement or any part Proposed FMVs submitted by the Call Members. The Arbitator’s determination of it after Arbitrated Fair Market Value shall be binding upon ACTIVE 203377426v.6 the occurrence Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCall Price.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company Goldxxx, Xxchx & Xo., which term shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call include any successor (the "Call Option Holder"), shall have the right to purchase, on the Reset Date, all of the Bonds outstanding on the Reset Date (in whole and not in part), including this Bond, from the registered holders thereof on the Reset Date (such right, the "Call Option"), at a price equal to 100% of the principal amount of the Bonds purchased (the "Face Value") and subject to the Call Option Holder giving notice of its intention to purchase the outstanding Bonds as described below (a "Call Notice") during ). Whether or not the period Call Option is exercised with respect to the Reset Date, the Company shall remain obligated to pay all accrued and unpaid interest on this Bond, and interest that becomes payable on this Bond on the Reset Date shall be payable to the registered holder of this Bond on the corresponding Interest Payment Record Date, as provided herein and in which the Warrant Call may be exercisedIndenture. (b) The Company's right to To exercise the Warrant Call shall commence with Option, the actual effective date Call Option Holder must give a Call Notice to the registered holder of this Bond no later than the registration statement tenth Market Day prior to the Reset Date, in the manner described in Section 10.1(ivparagraph 11 below. Subject to paragraph 5(a) of below, in the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for event a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given duly given, the registered holder of this Bond on the Reset Date shall be obligated to sell this Bond to the Call Option Holder, and the Call Option Holder shall be obligated to purchase this Bond from such holder, at the Face Value on the Reset Date. Each such sale and purchase shall be effected through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise facilities of the WarrantDepositary, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable with the registered holder being deemed to have automatically tendered this Bond for sale to the Call Option Holder on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Reset Date in accordance with the respective Warrant held by each. (d) Depositary's Applicable Procedures as provided in paragraph 5 below. The Company may give a Call Notice in connection with up registered holder's automatic tender of this Bond on the Reset Date shall be subject to 50% receipt of payment of the Common Stock issuable upon exercise Face Value of this Warrant Bond as provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving paragraph 5(a) below. Notwithstanding any exercise of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Option with respect to this Bond, this Bond will remain outstanding until it otherwise ceases to be outstanding pursuant to the other limitations set forth Indenture. As used herein, the maximum amount of Warrant Shares for "Market Day" means a Business Day other than a day on which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined dealings in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodU.S. Treasury bond market are generally not being conducted.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date first trading day after the Company's Common Stock shall have had a closing bid price on the NASD OTC Bulletin Board of $.75 per share or more for five consecutive trading days (such trading price to be adjusted in the registration statement described in Section 10.1(ivsame manner and for the same reasons as the Purchase Price) of the Subscription Agreement and and, thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% all or part of the Common Stock issuable upon the exercise of this Warrant the Warrants (the "Warrant Shares"), provided, that the Warrant Shares are included in a registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolders, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall may exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same all within 14 21 business days of the date of the Call Notice. If Thereafter the Warrant Holder fails will no longer be exercisable." 7. In the event that (i) the 1998 Reset Shares or 1999 Reset Shares are not timely delivered to timely pay the funds required by Investors as described above; or (ii) if the Warrant CallRegistration Statement described in Paragraph 4 above is not declared effective on or before the Effective Date, or upon the occurrence of any other Non-Registration Event; or (iii) if a Significant Event as described in Paragraph 10 below does not "timely" occur (as defined in Paragraph 10 below) then the Company may elect shall not he relieved of its obligations hereunder. Furthermore, except as otherwise described in Paragraph 8 below, (x) the Investors shall be restored to cancel a corresponding amount their Reset Rights, (x) the Conversion Price referred to in Paragraph 5 above shall be restored to the Conversion Price as described in Section 2.1(a) of this Warrant. the March 18, 1999 Convertible Notes, (fy) The the Purchase Price described in Paragraph 6 above shall be restored to $.01, and (z) the Company may not exercise shall no longer have the right to give a Call this Warrant Notice in connection with the common stock purchase warrants described in Paragraph 6 above. 8. Provided the 1998 Reset Shares are timely delivered and the Registration Statement described in Paragraph 4 above is declared effective on or any part of it after before the occurrence of Effective Date and a Non-Registration EventEvent does not occur, as defined then the Investors' Reset Rights relating to tile June 29, 1998 investment shall not be restored whether or not a Significant Event occurs. 9. Absent any default by the Company hereunder, neither the Company nor the Investors will exercise Reset Rights in connection with the Subscription June 10, 1999 investment until 91 days after the date of this Agreement. In the event the Company is not in default of any of its obligations to the Investor hereunder or pursuant to any other agreement with the Investor and (i) the 1999 Reset Shares are timely delivered; (ii) the Registration Statement described in Paragraph 4 above is declared effective on or before the Effective Date and a Non-Registration Event does not occur; and (iii) the Significant Event occurs "timely", unless same were subject to cure and cured during then the stated cure periodInvestor shall have no further Reset Rights in connection with the June 10, 1999 investment.

Call Option. The Following issuance of the Warrants, in the event that the trading price of the Company's Common Stock exceeds $--- for 10 consecutive trading days ending not more than ten days prior to the mailing of the notice of redemption, the Company shall have the option right and option, upon 30 days' written notice to "each Registered Holder, to call" , redeem and acquire all of the Warrants remaining outstanding and unexercised at the date fixed for such redemption in such notice (the "Warrant CallRedemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.10 per Warrant; provided, however, that the Registered Holders shall in accordance with and governed by any event have the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the 30-day period in which immediately following the Warrant Call may be exercised. (b) The Company's right date of such notice to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants being called for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders redemption in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% provisions of Section 3 hereof. For the purposes of determining the daily trading price of the Company's Common Stock, if the Common Stock issuable upon exercise of this Warrant provided is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is on NASDAQ, then the closing bid last reported sale price of the Common Stock as on such exchange or NASDAQ each day shall be used. If the Common Stock is not so listed on such exchange or system or admitted to unlisted trading privileges then the average of the last reported bid prices reported by the Principal Market as defined in OTC Bulletin Board each day shall be used to determine such daily trading price. In the Subscription Agreement, event that any Warrants called for each trading day redemption are exercised during the thirty days prior 30-day period following the notice of redemption, this call option shall be deemed not to have been exercised by the Company as to the giving Warrants so exercised by the holders thereof. Said notice of redemption shall require each Registered Holder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Call Notice Warrant Agent ("Lookback Period") is 200% or its successor), his certificate or certifi- cxxxx representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the Purchase Price holders of such unsurrendered Warrants shall cease and the average daily trading volume of the Common Stock during the Lookback Period is not less terminate, other than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this receive the redemption price of $.10 per Warrant or any part for such Warrants, without interest, provided, however, that such right to receive the redemption price of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.$.10 per Warrant for such Warrants shall itself expire two years from the

Call Option. The Following issuance of the Warrants, in the event that the trading price of the Company's Common Stock exceeds $8.25 for 10 consecutive trading days ending not more than ten days prior to the mailing of the notice of redemption, the Company shall have the option right and option, upon 30 days' written notice to "each Registered Holder, to call" , redeem and acquire all of the Warrants remaining outstanding and unexercised at the date fixed for such redemption in such notice (the "Warrant CallRedemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.10 per Warrant; provided, however, that the Registered Holders shall in accordance with and governed by any event have the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the 30-day period in which immediately following the Warrant Call may be exercised. (b) The Company's right date of such notice to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants being called for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders redemption in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% provisions of Section 3 hereof. For the purposes of determining the daily trading price of the Company's Common Stock, if the Common Stock issuable upon exercise of this Warrant provided is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is on NASDAQ, then the closing bid last reported sale price of the Common Stock as on such exchange or NASDAQ each day shall be used. If the Common Stock is not so listed on such exchange or system or admitted to unlisted trading privileges then the average of the last reported bid prices reported by the Principal Market as defined in OTC Bulletin Board each day shall be used to determine such daily trading price. In the Subscription Agreement, event that any Warrants called for each trading day redemption are exercised during the thirty days prior 30-day period following the notice of redemption, this call option shall be deemed not to have been exercised by the Company as to the giving Warrants so exercised by the holders thereof. Said notice of redemption shall require each Registered Holder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Call Notice Warrant Agent ("Lookback Period") is 200% or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the Purchase Price holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.10 per Warrant for such Warrants, without interest, provided, however, that such right to receive the redemption price of $.10 per Warrant for such Warrants shall itself expire two years from the Redemption Date. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the average daily trading volume of Company shall instruct the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Warrant Agent accordingly as to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may procedures to be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required followed by the Warrant Call, Agent in connection with the Company may elect to cancel a corresponding amount redemption of this Warrantsuch Warrants. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described Actual Effective Date, as defined in Section 10.1(iv11.2(a) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal NASD OTC Bulletin Board of NASDAQ SmallCap Market as defined in the Subscription Agreement, for each trading day during of the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company Citibank, N.A., which term shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call include any successor (the "Call Option Holder"), shall have the right to purchase, on the Reset Date, all of the Bonds outstanding on the Reset Date (in whole and not in part), including this Bond, from the registered holders thereof on the Reset Date (such right, the "Call Option"), at a price equal to 100% of the principal amount of the Bonds purchased (the "Face Value") and subject to the Call Option Holder giving notice of its intention to purchase the outstanding Bonds as described below (a "Call Notice") during ). Whether or not the period Call Option is exercised with respect to the Reset Date, the Company shall remain obligated to pay all accrued and unpaid interest on this Bond, and interest that becomes payable on this Bond on the Reset Date shall be payable to the registered holder of this Bond on the corresponding Interest Payment Record Date, as provided herein and in which the Warrant Call may be exercisedIndenture. (b) The Company's right to To exercise the Warrant Call shall commence with Option, the actual effective date Call Option Holder must give a Call Notice to the registered holder of this Bond no later than the registration statement tenth Market Day prior to the Reset Date, in the manner described in Section 10.1(ivparagraph 11 below. Subject to paragraph 5(a) of below, in the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for event a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given duly given, the registered holder of this Bond on the Reset Date shall be obligated to sell this Bond to the Call Option Holder, and the Call Option Holder shall be obligated to purchase this Bond from such holder, at the Face Value on the Reset Date. Each such sale and purchase shall be effected through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise facilities of the WarrantDepositary, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable with the registered holder being deemed to have automatically tendered this Bond for sale to the Call Option Holder on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Reset Date in accordance with the respective Warrant held by each. (d) Depositary's Applicable Procedures as provided in paragraph 5 below. The Company may give a Call Notice in connection with up registered holder's automatic tender of this Bond on the Reset Date shall be subject to 50% receipt of payment of the Common Stock issuable upon exercise Face Value of this Warrant Bond as provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving paragraph 5(a) below. Notwithstanding any exercise of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Option with respect to this Bond, this Bond will remain outstanding until it otherwise ceases to be outstanding pursuant to the other limitations set forth Indenture. As used herein, the maximum amount of Warrant Shares for "Market Day" means a Business Day other than a day on which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined dealings in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodU.S. Treasury bond market are generally not being conducted.

Call Option. The Company (a) At any time, and from time to time, from and after January 1, 2015, Bluefly shall have the option to "call" the Warrants (the "Warrant Call"“Call Option”) to purchase any or all of the Units held by any other Member for a purchase price per Unit equal to (i) the Call Option Valuation divided by (ii) the sum of (A) the number of Common Units outstanding as of the date that the Call Option is so exercised and (B) the number of Common Units issuable upon the exercise of any Preferred Units outstanding as of such date; provided that the purchase price for a Unit shall, in no event, be less than the Initial Capital Contribution made with respect to such Unit, plus interest accruing on an annual basis from the date or dates that such Initial Capital Contribution was funded at the rate of five percent (5%) per annum. Bluefly may exercise the Call Option by providing written notice thereof (a “Call Option Exercise Notice”) to the Member or Members who hold Units with respect to which the Call Option is being exercised (the “Selling Members”), in accordance with which notice shall include the number of Units to be purchased from each Selling Member, the price per Unit as calculated pursuant to this Section 19.10 and governed by the following: (a) The Company shall exercise Bluefly Price Per Share as of the Warrant Call by giving to each Warrant Holder a written notice date of call (the "Call Notice") during the period in which the Warrant Call may be exercisedsuch exercise. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at Upon any time unless the Warrant Shares to be delivered upon exercise of the WarrantCall Option, the Selling Member(s) shall have the right, subject to the limitations set forth in Section 19.10(c), to determine whether all or part of the purchase price for its Units will be upon delivery, immediately resalable, without restrictive legend and upon paid in cash or Bluefly Common Stock by providing Bluefly with written notice of such resale freely transferable on the transfer books determination (an “Election Notice”) within twenty (20) days of receipt of the CompanyCall Option Exercise Notice, provided that, in the event that no notice is provided within such twenty (20) day period, all of the purchase price to be paid to such Selling Member shall be paid in cash. To the extent that a Selling Member elects to have all or a portion of the purchase price paid in Bluefly Common Stock it will receive with respect thereto a number of shares of Bluefly Common Stock equal to the purchase price to be so paid divided by the Bluefly Price Per Share as of the date that the Call Option was exercised. (c) Unless otherwise agreed Notwithstanding Section 19.10(b): (i) no Selling Member will have the right to by have any purchase price for shares to be repurchased pursuant to the Warrant Holderexercise of a Call Option to be paid in shares of Bluefly Common Stock if the Bluefly Common Stock is not then registered pursuant to the Securities Exchange Act of 1934, as amended; and (ii) the total number of shares of Bluefly Common Stock issued in connection with any and all exercises of the Call Notices must be given to all Warrant Holders who receive Warrants similar Option pursuant to this Warrant Section 19.10(b) shall not exceed 4,918,856 (the “Share Cap”). To the extent that multiple Selling Members elect to have their purchase price paid in terms shares of exercise Bluefly Common Stock such that the Share Cap would be exceeded, shares will be allocated to Selling Members based upon the date upon which their Election Notices were delivered, with shares being allocated to those Election Notices first delivered. To the extent that the purchase price and otherwise) with respect to multiple Election Notices delivered on or about the same issue date as this Warrant day cannot be fully paid in proportion Bluefly Common Stock, shares shall be allocated amongst such Election Notices on a pro rata basis, based on the amount of purchase price requested to the amounts of be paid in Bluefly Common Stock which can in each such Election Notice. Any amounts that cannot be purchased by paid in Bluefly Common Stock as a result of the respective Warrant Holders limitations set forth herein shall be paid in accordance with the respective Warrant held by eachcash. (d) The Company may give a Call Notice in connection with up to 50% closing of the Common Stock issuable upon sale of any Units pursuant to an exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice Option shall take place on the sixtieth ("Lookback Period"60th) is 200% of day following the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call NoticeOption. If the Warrant Holder fails to timely pay the funds required by the Warrant CallIn connection with any issuance of Bluefly Common Stock at any such closing, the Company Selling Member receiving such Bluefly Common Stock shall be required to execute an agreement containing such representations, warranties and covenants as Bluefly may elect reasonably determine to cancel a corresponding amount of this Warrantbe necessary in order to comply with applicable law. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving With respect to each Warrant Holder Reset Date, the Depositor, as the initial holder of the Excess Distribution Certificate, is hereby granted a written notice Call Option for the purchase of call (not less than 100% of the "Call Notice") during related class of Reset Rate Notes, exercisable at a price equal to 100% of the period in which Outstanding Amount of that class of Reset Rate Notes, less all amounts distributed to the Warrant Call may be exercisedrelated Reset Rate Noteholders as a payment of principal with respect to the related Distribution Date(s), plus any accrued and unpaid interest not paid by the Trust with respect to the applicable Reset Date. (b) The Company's right to exercise Depositor, as the Warrant Call shall commence with the actual effective date initial holder of the registration statement described in Section 10.1(iv) Excess Distribution Certificate, effective as of the Subscription Agreement Closing Date, hereby transfers all of its right title and thereafterinterest in and to each Call Option to SLM Education Credit Finance Corporation, shall be coterminous which upon receipt thereof will dividend all of its right, title and interest in and to each Call Option to SLM Corporation, and in acceptance of such transfer SLM Corporation also hereby agrees to abide by all terms and conditions hereunder with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the respect to each Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyOption as set forth in these Reset Rate Note Procedures. (c) Unless otherwise agreed SLM Corporation may further transfer ownership of either Call Option at any time to by one of its Affiliates; provided that such permitted transferee has at no time in the Warrant Holderpast owned, and is not obligated under either the Call Notices must be given Purchase Agreements or the Sale Agreement to all Warrant Holders who receive Warrants similar to this Warrant (transfer, an interest in terms any of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachTrust Student Loans. (d) The Company A Call Option may give a Call Notice in connection be exercised with up respect to 50% the related class of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days Reset Rate Notes at any time on or prior to the giving determination of the related Spread or fixed rate or the declaration of a Failed Remarketing, as applicable, on the related Spread Determination Date by delivery of a Call Notice ("Lookback Period") Option Notice; provided that such Call Option may not be exercised before the day following the last Distribution Date immediately preceding the next applicable Reset Date. In addition, for so long as the related class of Reset Rate Notes is 200% listed on the Luxembourg Stock Exchange, the holder of the Purchase Price and the average daily trading volume related Call Option shall cause a notice of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% exercise of the aggregate reported trading volume related Call Option to be published in a leading newspaper having general circulation in Luxembourg (which is expected to be The Luxemburger Wort). Once written notice of the Common Stock during the Lookback Periodexercise of a Call Option is given, such exercise may not be rescinded. (e) The respective Warrant Holders All amounts due and owing to the related Reset Rate Noteholders shall exercise their Warrant rights and purchase be remitted on or before the appropriate Warrant Shares and pay for same within 14 business days related Reset Date by the holder of the date of related Call Option in accordance with the Call Notice. If the Warrant Holder fails to timely pay the funds required standard procedures established by the Warrant Call, Clearing Agencies for transfer of securities to ensure timely payment of principal to the Company may elect to cancel a corresponding amount of this Warrantrelated Reset Rate Noteholders on the related Reset Date. (f) The Company In the event that a Call Option is exercised with respect to a class of Reset Rate Notes then in Foreign Exchange Mode, the holder of such Call Option shall deliver the U.S. Dollar Equivalent Principal Amount remaining after all payments of principal are made with respect to the related Distribution Date, and interest (if applicable) owing to the Reset Rate Noteholders to the Remarketing Agents for delivery to the Swap Counterparties to the related Currency Swap Agreements, who shall exchange such amount into the applicable currency for delivery to the related Reset Rate Noteholders; provided, however, that if there are no such Currency Swap Agreements then in effect, the holder of such Call Option shall remit all amounts due and owing to the Remarketing Agents for delivery to the Reset Rate Noteholders in the applicable currency on or before the Reset Date in accordance with the standard procedures established by the related Clearing Agencies for transfer of securities to ensure timely payment of principal to the related Reset Rate Noteholders on the related Reset Date. (g) If a Call Option is exercised with respect to any class of Reset Rate Notes, (i) the interest rate on that class of Reset Rate Notes will be the Call Rate, (ii) that class of Reset Rate Notes will be denominated in U.S. Dollars and (iii) a Reset Period of three months will be established. At the end of such three month Reset Period, the holder of the related Call Option may not either remarket the related class of Reset Rate Notes pursuant to the remarketing procedures set forth herein and in the Remarketing Agreement, or retain that class of Reset Rate Notes for one or more successive three-month Reset Periods at the then-current Call Rate. In the event the holder of the related Call Option chooses to remarket any class of Reset Rate Notes, such holder shall be solely responsible for all costs and expenses relating to the preparation of any new offering document and any other related costs and expenses associated with such remarketing, other than the fees of the Remarketing Agents, as more fully set forth in Section 3 of the Remarketing Agreement. (h) Other than in connection with the exercise of a Call Option, neither SLM Corporation, SLMA, the right to Call this Warrant Trust or any part of it after their Affiliates shall have the occurrence of a Non-Registration Event, as defined in ability to purchase any Reset Rate Notes tendered to the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodRemarketing Agents.

Call Option. The Company (i) Except as set forth in SECTION 4.6(e)(ii), the Partnership shall have the option to "call" right, but not the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call obligation (the "Call Option"), to redeem, at the Partnership's election, the Class A Common Units held by the Original Class A Limited Partners, in whole or in part, for cash in an amount equal to the Put Right Price for each Class A Common Unit to be redeemed. If fewer than all the outstanding Class A Common Units are to be redeemed, the redemption shall be pro rata among all holders of Class A Common Units then subject to redemption. The Call Option is exercisable only by delivery of written notice of redemption (the "Call Option Notice") during to the period in Original Class A Limited Partners holding Class A Common Units subject to redemption, which notice shall state: (A) the Warrant Call may redemption date, (B) the Put Right Price and (C) the aggregate number of Class A Common Units to be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date redeemed, and if fewer than all of the registration statement described in Section 10.1(ivoutstanding Class A Common Units are to be redeemed, the number of Class A Common Units held by such holder to be redeemed, which number shall equal such holder's pro rata share (based on the percentage of the total number of outstanding Class A Common Units held by such holder) of the Subscription Agreement and thereafter, shall aggregate number of Class A Common Units to be coterminous with the exercise period redeemed. The closing of the Warrants for a maximum of 50% purchase and sale of the Class A Common Stock issuable upon Units subject to the exercise Call Option shall take place at the offices of this Warrant counsel to the Partnership or such other place as the General Partner shall determine and shall occur on the date that is not later than one hundred (the "Warrant Shares"), provided, that the registration statement is effective at 100) days following the date the Call Option Notice is given and through delivered to the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time Class A Common Unit holders holding units subject to redemption unless the Warrant Shares Original Class A Limited Partners shall have agreed upon a different date in writing. At such closing, (a) the Original Class A Limited Partners shall deliver to be delivered upon exercise the Partnership reasonable and customary instruments of transfer sufficient to transfer to the Partnership the Class A Common Units subject to Call Option, free and clear of any Liens, (b) the Partnership shall deliver to the holders of Class A Comon Units subject to the redemption the Put Right Price in immediately available funds in U.S. dollars, (c) each of the Warrant, will Class A Common Unit holders and the Partnership shall (and shall cause their respective Affiliates to) take such other actions as shall be upon delivery, immediately resalable, without restrictive legend reasonably requested by the other to consummate the purchase and upon such resale freely transferable on the transfer books sale of the CompanyClass A Common Units as contemplated by this SECTION 4.6(e)(i), and (d) the Class A Common Unit holders shall discharge of record all Liens, if any, affecting the Class A Common Units other than Liens permitted hereby (and, if the Class A Common Unit holders fail to do so, the Partnership may use any portion of the Put Right Price to pay and discharge any such Liens and any related expenses and may adjourn the closing for such reasonable period not to exceed 30 days as may be necessary for such purpose). (cii) Unless otherwise agreed to Notwithstanding SECTION 4.6(e)(i) or any other provision of this Agreement, the Class A Common Units held by Original Class A Limited Partners shall not be redeemable by the Warrant Holder, Partnership prior to the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachDate. (diii) The Company may give a On and after the redemption date of any Class A Common Unit subject to the Call Notice in connection with up Option, (A) distributions shall cease to 50% be paid on such Class A Common Units, (B) such units shall no longer be deemed to be outstanding and (C) all rights of the holders thereof as holders of such Class A Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice Units shall cease ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise except the right to Call this Warrant or any part of it after receive the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodPut Right Price).

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise Each of the Warrant Granting Members hereby grants to PEI the right (the “Call Option”) to acquire from such Granting Member (or from its Transferee(s), if any) such number of its Units as is set forth opposite such Granting Member’s name on Schedule A hereto (as to any Granting Member, its “Call Option Units”) in exchange for payment of an amount equal to the (i) Call Option Price multiplied by giving (ii) the number of such Granting Member’s Call Option Units (as to each Warrant Holder a written notice of call (the "Member, such Member’s “Call Notice") during the period in which the Warrant Call may be exercisedOption Amount”). (b) The Company's right PEI shall have the right, in its sole discretion, to exercise the Warrant Call shall commence with the actual effective date Option by giving written notice to each of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant Granting Members (the "Warrant Shares"), provided, that the registration statement is effective at “Exercise Notice”) not earlier than five (5) Business Days after the date hereof and not later than ninety (90) days after the date hereof. The Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call Option will expire at any time unless the Warrant Shares to be delivered upon exercise of the Warrant5:00 p.m. (Pacific time) on September 28, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company2010. (c) Unless otherwise agreed The Exercise Notice shall include the number of Call Option Units that PEI intends to by purchase in connection with its exercise of the Warrant HolderCall Option (such Call Option Units, the “Purchase Units”) and the Call Notices must Option Amount payable to each Granting Member. If the number of Purchase Units is less than all of the Call Option Units, then the Purchase Units shall be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) allocated on or about a pro rata basis among the same issue date as this Warrant in Granting Members based upon the proportion each Granting Member’s Call Option Units bear to the amounts total number of Common Stock which can be purchased by all Call Option Units. The Company shall make such allocations and deliver notice thereof, and of each Granting Member’s Call Option Amount, to PEI and each Granting Member (the respective Warrant Holders in accordance with the respective Warrant held by each“Reallocation Notice”). (d) The Company may give a Call Notice in connection with up to 50% Upon (i) notice of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving PEI of the Call Option with respect to all of the Call Option Units or, if for less than all Call Option Units, upon the Company’s delivery of the Reallocation Notice and ("Lookback Period"ii) is 200% the subsequent tender of the Call Option Amount to each Granting Member, the Granting Members shall be deemed automatically, and without the need for any certificates to be delivered to PEI, to have sold and transferred to PEI its share of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodUnits. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company At any time after Substantial Completion and satisfaction of the applicable Call Offer Condition, Prime GR (the "Call Offeror") shall have the option right to "call" the Warrants make an offer as described below (the "Warrant CallCall Offer"), in accordance with and governed by ) to Xxxxxxx (the following"Call Offeree") as set forth below: (a) The Call Offer shall (i) be in writing, signed by the Call Offeror and delivered to Xxxxxxx and the Company shall exercise the Warrant Accountant and (ii) specify whether it is a 90% Call by giving to each Warrant Holder Offer or a written notice of call (the "70% Call Notice") during the period in which the Warrant Call may be exercisedOffer. (bi) If the Call Offer is a 70% Call Offer, a proposed Unleased Space Projection shall be prepared by the Members (or by each Member if they cannot agree as herein provided) containing the following projections required to determine the Unleased Space Value (without duplication of the corresponding revenue and expense items utilized in calculating Net Capitalized SNOI (70%)): (A) Projected Revenues from the Projected Leases for the twelve (12) full calendar month period following the Call Offer Date consisting solely of Stated Rent; (B) Free Rent which will be allowed or incurred in connection with the Projected Leases; (C) Lease-Related Capital Expenditures which will be incurred in connection with Projected Leases; (D) A Schedule for dates of execution and commencement of each Projected Lease ("Lease-Up Schedule"); and (E) Based on the Lease-Up Schedule, Nonreimbursable Expenses. (ii) The Company's right to exercise Unleased Space Projection and each component thereof shall be based on (A) reasonable lease-up timing projections and (B) reasonable estimates of Stated Rents which will be provided for in the Warrant Call shall commence with Projected Leases when leased in arms-length transactions between a willing landlord and willing tenants in the actual effective date office space markets existing as of the registration statement described in Section 10.1(ivCall Offer Date, after due consideration to the (C) the size, location, area, view and amenities of the Subscription Agreement Unleased Space, (D) the rents under and thereafter, shall be coterminous with the exercise period history of leasing of the Warrants for a maximum of 50% Building space covered by Actual Leases as of the Common Stock issuable upon Call Offer Date, (E) the exercise availability of this Warrant similar space in comparable locations and buildings in the City of Chicago central business district (the "Warrant SharesCBD"), provided(F) the recent, that current and reasonably expected demand for similar space by prospective tenants and (G) Free Rent and Lease-Related Capital Expenditures recently, currently, and which over the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event near term may the Company exercise the Warrant Call at any time unless the Warrant Shares reasonably be expected with respect to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable similar space; (iii) Based on the transfer books of Unleased Space Projection, Capitalized SNOI (Unleased Space) shall be determined. Based on the CompanyFree Rent, Capitalized Expenditures and Nonreimbursable Expenditures projected in the Unleased Space Projection, Net Capitalized SNOI (Unleased Space) shall be determined, which calculated amount shall be the "Unleased Space Value". (civ) Unless otherwise agreed to The "Unleased Space Projection" shall be approved and "Unleased Space Value" shall be determined as herein above provided (A) in one or more meetings by the Warrant Holder, Initial Members within thirty (30) days of the Call Notices must Offer Date, in which meetings the Initial Members shall use their best efforts to reach an agreement, or (B) if no such agreement shall be given to all Warrant Holders who receive Warrants similar to reached by the end of such thirty (30) day period ("Unleased Space Valuation Date"), by binding arbitration as herein below in this Warrant Section 8.02(b) provided (in terms of exercise price and otherwise) on or about which case the same issue date as this Warrant in proportion Unleased Space Valuation Date shall be deferred to the amounts of Common Stock which can be purchased by thirtieth (30th) day after the respective Warrant Holders in accordance with the respective Warrant held by eachdate a final Unleased Space Value is established). (dv) The Company may give a Call Notice in connection with up to 50% If as of the Common Stock issuable original Unleased Space Valuation Date, no Unleased Space Value has been agreed upon exercise of this Warrant provided by the closing bid price Initial Members, each of the Common Stock as reported by the Principal Market as defined in the Subscription AgreementInitial Members shall, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject on or before such date, give written notice to the other limitations set forth hereinspecifying the name, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% address and professional qualifications of the aggregate reported trading volume person designated to act as arbitrator on its behalf. Within ten (10) days thereafter (A) the two (2) arbitrators shall select a third arbitrator and notify the Initial Members thereof and (B) within five (5) days after such notification, each of the Common Stock during Initial Members shall provide the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days third arbitrator with its proposed Unleased Space Projections containing such Initial Member's determination of the date Unleased Space Value ("Proposed Unleased Space Projection"), together with the basis upon which such Initial Member calculated Unleased Space Value, including the following items: 1. Lease-Up Schedule 2. Projected Revenues of the Call NoticeUnleased Space 3. If the Warrant Holder fails Stabilized Net Operating Income (Unleased Space) 4. Capitalized SNOI (Unleased Space) 5. Lease-Related Capital Expenditures relating to timely pay the funds required by the Warrant Call, the Company may elect Unleased Space 6. Free Rent relating to cancel a corresponding amount of this WarrantUnleased Space 7. Nonreimbursable Expenses relating to Unleased Space 8. Discounted Capital Expenditures 9. Discounted Free Rent 10. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) Following a Change of Control, Seller shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant “Call by giving to each Warrant Holder a written notice of call (the "Call Notice"Option”) during the period Call Option Exercise Period to repurchase fifty percent (50%) of the Revenue Participation Right from the Buyer at the Call Option Price. Seller may exercise the Call Option once only and solely during the Call Option Exercise Period by delivering to the Seller a call option exercise notice (the “Call Option Exercise Notice”) containing the Seller’s proposed purchase price (the “Seller Proposed Price”) for the interest to be purchased, together with a report supporting the Seller Proposed Price from a nationally recognized valuation expert having expertise in which the Warrant valuation of pharmaceutical products and having no business relationship with the Seller. The exercise of the Call may Option shall be exercisedirrevocable. (b) The Company's right to exercise Seller Proposed Price shall be calculated as the Warrant Call shall commence with the actual effective date net present value, applying a five percent (5%) discount rate, of the registration statement described in Section 10.1(iv) unreceived Participation Payments determined based upon projected sales of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyProducts as determined by Seller’s valuation expert. (c) Unless otherwise agreed The Seller shall pay the Call Option Price to the Buyer (10) Business Days following the determination of the definitive Call Option Price by wire transfer of immediately available funds to one or more accounts specified by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachBuyer. (d) The Company may give a Call Notice in connection with up to 50% of Following the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving Buyer’s receipt of the Call Notice ("Lookback Period") is 200% of the Purchase Option Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject payment, each subsequent Participation Payment to be made to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Buyer in accordance with Section 5.2(a) shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodreduced by fifty percent (50%). (e) The respective Warrant Holders shall exercise their Warrant rights and purchase If the appropriate Warrant Shares and pay for same within 14 business days of the date of Seller exercises the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant CallOption, the Company may elect following provisions shall apply to cancel a corresponding amount of this Warrantdetermine the Call Option Price. (fi) If the Buyer does not deliver a written notice to the Seller within twenty (20) Business Days after the Buyer receives the Call Option Exercise Notice, the Seller Proposed Price shall be deemed the definitive Call Option Price and shall not be subject to dispute or review. (ii) If the Buyer delivers a written notice to the Seller within twenty (20) Business Days after the Buyer receives the Call Option Exercise Notice objecting to the proposed Call Option Price included in the Call Option Exercise Notice, then the Buyer shall have thirty (30) Business Days from delivery of its written notice of objection to deliver to the Seller a written notice setting forth the Buyer’s proposed Call Option Price (the “Buyer Proposed Price” and, together with the Seller Proposed Price, the “Proposed Prices”) together with a report supporting the Buyer Proposed Price from a nationally recognized valuation expert having expertise in the valuation of pharmaceutical products and having no business relationship with the Buyer. (iii) The Company Buyer Proposed Price shall be calculated as the net present value, applying a five percent (5%) discount rate, of the unreceived Participation Payments determined based upon projected sales of the Products as determined by Buyer’s valuation expert. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iv) If the Buyer Proposed Price is within [***]% of the Seller Proposed Price, the average of the Seller Proposed Price and the Buyer Proposed Price shall be deemed the definitive Call Option Price and shall not be subject to dispute or review. (v) If the Buyer Proposed Price is not within [***]% of the Seller Proposed Price, the two valuation experts who provided reports supporting the Proposed Prices will appoint a third a nationally recognized valuation expert having expertise in the valuation of pharmaceutical products and having no business relationship with either the Seller or the Buyer (the “Deciding Valuation Firm”). (vi) Within ten (10) Business Days after the selection of the Deciding Valuation Firm, the Buyer and the Seller will each provide the Deciding Valuation Firm with each party’s respective Proposed Prices, together with the reports supporting their respective Proposed Prices and any other commentary they wish to submit. (vii) Within twenty (20) Business Days after the receipt by the Deciding Valuation Firm of the Proposed Prices, supporting reports and any other documentation from each party, the Deciding Valuation Firm shall select one of the Proposed Prices as the one the Deciding Valuation Firm believes most closely approximates the net present value, applying a five percent (5%) discount rate, of the unreceived Participation Payments determined based upon projected sales of the Products as would have been determined by the Deciding Valuation Firm had it been asked to deliver its own report. The Deciding Valuation Firm must select either the Seller Proposed Price or the Buyer Proposed Price; the Deciding Valuation Firm may not exercise average or otherwise independently determine a proposed purchase price that is different from either the right to Seller Proposed Price or the Buyer Proposed Price. Upon the selection of one of the Proposed Prices by the Deciding Valuation Firm, such Proposed Price shall be deemed the definitive Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were Option Price and shall not be subject to cure dispute or review. Each party shall pay the fees and cured during expenses of its valuation expert. The party whose Proposed Price was not selected by the stated cure periodDeciding Valuation Firm as the final Call Option Price shall pay the costs of the Deciding Valuation Firm.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise During the Warrant period commencing on January 1, 2024, at 00:01 a.m. Eastern time and ending on December 31, 2024, at 11:59 p.m. Eastern time (such period, the “Call by giving Option Period”), the Buyer is hereby granted the right and option, but not the obligation, to each Warrant Holder a written notice purchase from the Sellers all, but not less than all, of call the Option Shares (the "“Call Notice") during the period in which the Warrant Call may be exercisedRight”). (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise Notwithstanding any provision of this Warrant (Agreement to the "Warrant Shares")contrary, provided, that the registration statement is effective at the date the Call Right may not be exercised if (i) the Sellers Representative shall have delivered to the Buyer the Put Exercise Notice pursuant to Section 3(c) unless (A) a Put Rejection Notice has been delivered pursuant to the provisions of Section 3(c) or (B) the Put Exercise Notice is given and through deemed withdrawn pursuant to the period ending 14 business days thereafter. In no event may provisions of Section 3(g) or (ii) if the Company exercise Sellers Representative shall have delivered to the Warrant Call at any time unless the Warrant Shares Buyer an Accelerated Put Exercise Notice pursuant to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanySection 4(c). (c) Unless otherwise agreed Subject to by the Warrant HolderSection 2(b), the Buyer may exercise the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant Right by delivering written notice of such exercise (in terms of exercise price and otherwisethe “Call Exercise Notice”) on or about the same issue date as this Warrant in proportion to the amounts Sellers Representative at any time during the Call Option Period. Upon delivery of Common Stock which can be purchased by the respective Warrant Holders a Call Exercise Notice in accordance with this Section 2, the respective Warrant held Sellers will be obligated to sell and transfer to Buyer (or one or more of its delegates), and the Buyer (or one or more of its delegates) will be obligated to purchase from the Sellers, the Option Shares for an aggregate purchase price that equals the result of (i) the Company Valuation multiplied by each(ii) the aggregate Seller Ownership Percentage of all of the Sellers (the “Call Purchase Price”). The Call Exercise Notice will contain a statement (the “Call Valuation Statement”) setting forth the Buyer’s calculation of the Company’s EBITDA for the Call Measurement Period and based thereon Buyer’s determination of the Company Valuation and the Call Purchase Price. (d) The Company may give a Call Notice in connection with up to 50% Sellers Representative will have 20 Business Days from its receipt of the Common Stock issuable upon exercise of this Warrant provided Call Exercise Notice (the closing bid price “Call Objection Period”) to review the Call Valuation Statement. Upon the expiration of the Common Stock as reported by Call Objection Period, the Principal Market as defined Sellers Representative will be deemed to have accepted (and will be deemed to have waived all rights with respect to), and will be bound by, the Call Valuation Statement and the calculation of the Company Valuation and Call Purchase Price set forth therein, unless the Sellers Representative has notified the Buyer in writing of its disagreement with the Subscription Agreement, for each trading day during the thirty days Call Valuation Statement prior to the giving expiration of the Call Notice Objection Period ("Lookback Period"the “Call Objection”), specifying each disputed item (each, a “Disputed Call Item”) is 200% and setting forth in reasonable detail the basis for each Disputed Call Item. The Buyer will have 20 Business Days from the date on which it receives the Call Objection to review and respond to such Call Objection (“Buyer Call Response”). To the extent the Buyer and the Sellers Representative are able to negotiate in good faith mutually agreeable resolutions for the Disputed Call Items, the Call Valuation Statement will be modified as necessary to reflect such mutually agreed resolution(s). If the Buyer and the Sellers Representative are able to resolve all Disputed Call Items, the Call Valuation Statement and the calculation of the Company Valuation and Call Purchase Price set forth therein, as modified by such resolutions, will be deemed final, non-appealable and binding among the Buyer, the Sellers and the average daily trading volume Seller Representative for all purposes of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodthis Agreement. (e) The respective Warrant Holders shall exercise their Warrant rights If the Sellers Representative and purchase the appropriate Warrant Shares and pay for same Buyer are unable to resolve all Disputed Call Items within 14 business days 20 Business Days after delivery of the date Buyer Call Response (or such longer period as may be mutually agreed by the Buyer and the Sellers Representative in writing), then the Disputed Call Items shall be submitted to the Arbitration Firm, which shall be jointly engaged by Buyer and the Sellers Representative, to promptly review the Call Valuation Statement and resolve such Disputed Call Items. Buyer and the Sellers Representative will request that the Arbitration Firm render its determination within 60 days following submission to it of such Disputed Call Items. The scope of the Call Notice. If the Warrant Holder fails disputes to timely pay the funds required be resolved by the Warrant CallArbitration Firm is limited to the Disputed Call Items. In resolving any Disputed Call Item, the Arbitration Firm (i) will determine the Company’s EBITDA for the corresponding Relevant Measurement Period, the Company may elect to cancel a corresponding amount Valuation and the Call Purchase Price in accordance with the provisions of this WarrantAgreement, (ii) may not assign a value to any item greater than the greatest value claimed for such item by either the Buyer or the Sellers Representative or less than the smallest value claimed for such item by either the Buyer of the Sellers Representative and (iii) will base its determination solely on written materials submitted by the Buyer and the Sellers Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Arbitration Firm shall have the sole and exclusive authority to resolve the Disputed Call Items even if the resolution of legal issues is required to revolve the Disputed Call Items. The Parties further agree that the Arbitration Firm shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Arbitration Firm’s choosing with respect to legal conclusions or judgments arising from the Disputed Call Items, provided that the Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the Parties. The costs of any fees and expenses of the Arbitration Firm will be borne in equal parts by the Buyer and the Sellers. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties, absent fraud or manifest error on the part of the Arbitration Firm, upon which the Arbitration Firm will deliver to Buyer and the Sellers Representative a revised Call Valuation Statement setting forth the updated calculation of Company’s EBITDA for the Call Measurement Period, the Company Valuation and the Call Purchase Price, as modified by the Arbitration Firm’s final determinations, which will be deemed final, non-appealable and binding among the parties hereto for all purposes of this Agreement, and upon which a judgment may be rendered by a court of competent jurisdiction, and will not be subject to further appeal or review. The Parties acknowledge and agree that this Section 2(d) is an enforceable arbitration provision under the Uniform Arbitration Act, Title 10, Section 5701 et. seq. of the Delaware Code. (f) The Company For purposes of complying with the terms of Section 2(e), each Party will cooperate with and make available to the other Parties and its representatives (i) information, records, data and working papers, and (ii) will permit access to its facilities and personnel, upon advance written notice of not less than two Business Days and during normal business hours, in each case as may be reasonably required in connection with the analysis of the Call Valuation Statement and the resolution of the Disputed Call Items so long as directly relevant to such analysis; provided, however, (i) in no event will any of the Parties be required to produce information that cannot exercise be provided through such Party’s accounting or Tax reporting principles, methods or policies and reporting systems in the right Ordinary Course of Business, (ii) the provision of any information or access pursuant to this Section 2(f) will be subject to execution of confidentiality agreements as requested by the applicable Party, and (iii) nothing in this Section 2(f) will require any party to disclose information that is subject to any applicable privilege, including, without limitation, attorney-client privilege or the privilege of attorney work product. (g) Unless mutually agreed by the Sellers Representative and the Buyer in writing, the consummation of the sale and transfer of the Option Shares pursuant to this Section 2 will occur on a date (the “Call this Warrant Closing Date”) determined by the Buyer, which date will be within 60 days after final determination of the Call Purchase Price pursuant to Section 2(d) or any part of it after the occurrence of a Non-Registration EventSection 2(e), as defined applicable. No less than 10 days prior to the Call Closing Date, the Buyer will provide written notice to the Sellers Representative notifying it of the Call Closing Date. On the Call Closing Date, (i) the Buyer and the Sellers will execute a public deed substantially in the Subscription Agreementform of Schedule 2(g) before a Notary Public nominated by the Buyer to formalize the sale and transfer of the Option Shares to the Buyer (or one or more of its delegates), unless same were subject and (ii) the Buyer will pay the corresponding Call Purchase Price, as finally determined pursuant to cure Section 2(d) or Section 2(e), to the Sellers by wire transfer of immediately available funds to the accounts designated in writing by the Sellers Representative and cured during (iii) the stated cure periodBuyer and the Sellers will perform any further actions mutually agreed or required to formalize the sale and transfer of the Option Shares under applicable Spanish common Law (derecho común español). For the avoidance of doubt, the payment of the Call Purchase Price by the Buyer to the Sellers will be made proportionally to each Seller’s Ownership Percentage.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise Coastal will retain for a period of twelve (12) months from the Warrant Call by giving to each Warrant Holder date of Closing a written notice of call option (the "Call NoticeOption") on the Combined Clinics, whereby Coastal or an affiliate of Coastal may repurchase all (but not less than all, except as provided in Subsection (b) below) of the Combined Clinics from the Combined Purchasers. In the event Coastal notifies the Combined Purchasers of its intention to exercise this option, Coastal will repay the Combined Purchasers their Investment (as defined below) in the Combined Clinics together with a twelve percent (12%) annualized return on such Investment. The Combined Purchasers' Investment in the Combined Clinics shall equal the sum of the Purchase Price and any capital contributed or loaned to the Combined Clinics' operations during the period of Combined Purchasers' ownership. Upon receipt of notice of Coastal's intention to exercise its Call Option, the Combined Purchasers shall repay to the Combined Clinics, on or before the date of closing of the re-sale, any distributions received by the Combined Purchasers from the Combined Clinics, whether received in which the Warrant form of dividends, distributions or proceeds from loans or sale of assets. The Combined Purchasers shall also cause the release of any liens and encumbrances incurred against any of the Combined Clinics during the period of Purchaser's ownership thereof. The parties agree to execute any and all agreements or other documents necessary to effect the repurchase under the Call may be exercisedOption. (b) The Company's right If within twelve (12) months from the Closing Date, Purchaser is presented with a bona fide offer to exercise the Warrant Call shall commence with the actual effective date purchase one or more of the registration statement described Combined Clinics by a third party purchaser other than Coastal, Purchaser shall notify Coastal in Section 10.1(ivwriting of its the existence of such an offer. From the date such notification is received, Coastal shall have thirty (30) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant days (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Notification Period") in which to determine whether to exercise its Call Option under this section, provided that the Notification Period shall in no way extend the twelve month period during which the Call Option is 200% in effect. In the event Coastal does not elect to exercise its Call Option within the Notification Period, Purchaser may sell any or all of the Purchase Price and the average daily trading volume Combined Clinics that were a part of the Common Stock during bona fide offer of which Coastal was notified to such third party purchaser making such an offer. The Call Option shall remain in effect with respect to any remaining of the Lookback Period is not less than 100,000 Common Shares. Subject to Combined Clinics for the other limitations set forth hereinbalance of the original twelve month period, and, if exercised, the maximum amount of Warrant Shares for which Call Notices may Purchaser's Investment required to be given during any thirty day period paid by Coastal shall be equal that applicable to 10% such remaining of the aggregate reported trading volume of the Common Stock during the Lookback PeriodCombined Clinics. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option a. Each Travelocity Party hereby grants to "call" the Warrants Expedia an exclusive, irrevocable right, exercisable by Expedia at any time during any Call Window (the "Warrant Call"except for any time during a Call Suspension Period), in accordance with Expedia’s sole discretion, to require each Travelocity Party, pursuant to and governed by subject to the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date terms of the registration statement described Definitive Documents, to sell, convey, assign, transfer and deliver all right, title and interest in Section 10.1(iv) and to the Acquired Assets, free and clear of the Subscription Agreement and thereafter, all Liens (other than Permitted Encumbrances which shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"Excluded Liabilities), provided, except that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at with respect to any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderAcquired Assets that are Shared Assets, the Call Notices must be given parties will agree upon how to all Warrant Holders who receive Warrants similar to this Warrant continue shared use of such Shared Assets between Expedia and the Travelocity Parties (in terms which may involve transition services, the separation or shared ownership of exercise price and otherwise) on such Shared Assets, or about the same issue date as this Warrant in proportion grant of a license from one party to the amounts other), to Expedia (or an Affiliate of Common Stock which can be purchased Expedia designated by the respective Warrant Holders in accordance with the respective Warrant held by each. (dExpedia) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid at an aggregate purchase price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior equal to the giving of the Travelocity Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days as of the date of the valid delivery of any Call Notice evidencing such exercise for such period, subject to the terms and conditions set forth in this Agreement (the “Call Option”); provided, however, that (A) in no event shall the Travelocity Call Purchase Price exceed the following: (i) with respect to any exercise of the Call CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Option exercised in respect of a Call Notice validly delivered during Period One, [ * * * ], (ii) with respect to any exercise of the Call Option exercised in respect of a Call Notice validly delivered during Period Two, [ * * * ], (iii) with respect to any exercise of the Call Option exercised in respect of a Call Notice validly delivered during Period Three, [ * * * ] and (iv) with respect to any exercise of the Call Option exercised in respect of a Call Notice validly delivered during Period Four, [ * * * ] (the caps in clauses (i) - (iv), the “Caps”) and (B) in no event shall the Travelocity Call Purchase Price in connection with an exercise of the Call Option during Period One be less than [ * * * ], less any financial indebtedness, negative net working capital balances or Excluded Liabilities associated with the Acquired Assets, in each case proposed to be transferred to Expedia which are not paid off or offset in full with available cash transferred (the “Floor”). For the avoidance of doubt, the Floor shall only apply to Period One. At the time of negotiating the Definitive Documents, the Parties will negotiate in good faith to determine which Assets of the Travelocity Parties will be added to Schedule 1(a) pursuant to the terms of Section 5 of this Agreement, as well as the allocation of the Acquired Assets as Shared Assets and Acquired Assets, except that in no event shall such Assets include assets of or interests in laxxxxxxxx.xxx XLC or any of its direct or indirect subsidiaries (assuming such assets of laxxxxxxxx.xxx XLC or any of its direct or indirect subsidiaries do not include material Acquired Assets). The Travelocity Parties will not share any Assets for the purpose of circumventing the terms of this Agreement by making such Assets “Shared Assets.” b. The Call Option may be exercised by Expedia by giving written notice (a “Call Notice”) to Sabre with respect to the Call Option, at any time during any Call Window (except for any time during a Call Suspension Period); provided, further, however, that Expedia may revoke a Call Notice at any time by giving notice of such revocation to Sabre, subject to Section 4 and Section 6.b of this Agreement. c. Notwithstanding anything to the contrary in this Agreement or the TSM Agreement, in no event shall the Travelocity Parties be required to consummate a sale of the Acquired Assets pursuant to the Call Option at any time prior to the date that, (i) during the period commencing on the Effective Date and ending on the first anniversary thereof, is one hundred twenty (120) days and (ii) following the first anniversary until the earlier of the expiration or the termination of this Agreement is sixty (60) days, in each case, after delivery by Expedia of a Call Notice. d. The Parties understand that (i) Travelocity has [ * * * ], and that Travelocity has made one or more [ * * * ] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. If THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [ * * * ]. Notwithstanding anything to the Warrant Holder fails contrary in this Agreement or the TSM Agreement, in no event shall any Travelocity Party be required to timely pay conduct any Asset Sale or to otherwise transfer Acquired Assets in a manner that gives rise to [ * * * ]. Likewise, Expedia shall not assume liabilities associated with the funds Acquired Assets in a manner that gives rise to such [ * * * ]. e. Following the delivery of any Call Notice, until the earlier of (i) the consummation of the Asset Sale required by such Call Notice or (ii) the Warrant Callrevocation of such Call Notice by Expedia (the “Call Exclusivity Period”), no Travelocity Party shall engage in any of the Company may elect to cancel a corresponding amount of this WarrantProhibited Actions. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company (i) Commencing on the date of this Agreement, Synbiotics shall have the right and option to "call" the Warrants (the "Warrant CallSynbiotics Call Option"), in accordance with and governed by exercisable at any time during the following: existence of this Agreement, upon forty-five (a45) The Company shall exercise the Warrant Call by giving to each Warrant Holder a days' written notice to RM, to require RM to sell to Synbiotics, or its designee, all or any portion of call the Shares then owned by RM. The purchase price per share (the "Call NoticeOption Purchase Price") during the period to be paid by Synbiotics to RM in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date consideration of the registration statement described in Section 10.1(iv) sale and transfer of the Subscription Agreement and thereafter, Shares shall be coterminous with the exercise period greater of (x) the Warrants for average closing sale price of a maximum share of 50% of the Synbiotics Common Stock issuable upon on the Nasdaq National Market (or other principal stock exchange) for the 30 day period prior to the exercise of the Synbiotics Call Option, or (y) Five US Dollars (US$5) (as adjusted for any stock splits, reverse stock splits, stock dividends or other similar recapitalization affecting the Shares). Notwithstanding the foregoing, if the Synbiotics Call Option is exercised prior to the fourth anniversary of this Warrant Agreement and the Call Option Purchase Price is greater than Five US Dollars (US$5) per share (as adjusted for any stock splits, reverse stock splits, stock dividends or other similar recapitalization affecting the Shares) (the "Warrant SharesCall Base Price"), provided, that ) the registration statement is effective at the date difference between the Call Notice Option Purchase Price and the Call Base Price (the "Call Price Difference") shall be divided between Synbiotics and RM as follows: (xx) if the Synbiotics Call Option is given exercised prior to April 9, 1998, the Synbiotics Call Price Difference shall be allocated 75% to Synbiotics and through 25% to RM; (yy) if the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Synbiotics Call at any time unless the Warrant Shares to be delivered upon exercise of the WarrantOption is exercised between April 9, will be upon delivery1998 and January 9, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder1999, the Call Notices must Price Difference shall be given allocated 50% to all Warrant Holders who receive Warrants similar each party; and (zz) if the Synbiotics Call Option is exercised between January 9, 1999 and July 9, 2001, the Call Price Difference shall be allocated 25% to this Warrant (in terms Synbiotics and 75% to RM. The Call Option Purchase Price adjusted to reflect the allocation of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Call Price Difference in accordance with the respective Warrant held by eachforegoing clause shall be the "Adjusted Call Option Purchase Price." (dii) The Company may give a Call Notice in connection with up to 50% Within thirty (30) days following delivery of the Common Stock issuable upon notice to RM by Synbiotics of its exercise of this Warrant provided the closing bid price of Synbiotics Call Option, Synbiotics shall purchase the Common Stock Shares as reported by to which the Principal Market Synbiotics Call Option has been exercised for the Call Option Purchase Price or the Adjusted Call Option Purchase Price, as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving applicable. The payment of the Call Notice ("Lookback Period") is 200% Option Purchase Price or the Adjusted Call Option Purchase Price shall be made by Synbiotics, or its designee, in US Dollars by bank or certified check, or, if requested by RM, by wire transfer to an account designated by RM, simultaneously with the receipt by Synbiotics of the Purchase Price and certificates representing the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodbeing purchased. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company Notwithstanding anything to the contrary contained in this Article V, so long as (i) no Event of Default or Trading Market Prepayment Event shall have occurred and be continuing, (ii) the Borrower has a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Notes, then at any time after the Issue Date, and (iii) the Common Stock is trading at or below $.40 per share, the Borrower shall have the option right, exercisable on not less than ten (10) Trading Days prior written notice to the Holders of the Notes (which notice may not be sent to the Holders of the Notes until the Borrower is permitted to prepay the Notes pursuant to this Section 5.1), to prepay all of the outstanding Notes in accordance with this Section 5. 1. Any notice of prepayment hereunder (an "call" Optional Prepayment") shall be delivered to the Warrants Holders of the Notes at their registered addresses appearing on the books and records of the Borrower and shall state (1) that the Borrower is exercising its right to prepay all of the Notes issued on the Issue Date and (2) the date of prepayment (the "Warrant CallOptional Prepayment Notice"). On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holders as specified by the Holders in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Notes, the Borrower shall make payment to the holders of an amount in cash (the "Optional Prepayment Amount") equal to either (i) 125% (for prepayments occurring within thirty (30) days of the Issue Date), (ii) 135% for prepayments occurring between thirty-one (31) and sixty (60) days of the Issue Date, or (iii) 145% (for prepayments occurring after the sixtieth (60th) day following the Issue Date), multiplied by the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2(c) of the Registration Rights Agreement (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the "Optional Prepayment Sum"). Notwithstanding notice of an Optional Prepayment, the Holders shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Notes in accordance with Article I and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice any portion of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date Notes so converted after receipt of the registration statement described in Section 10.1(iv) of the Subscription Agreement an Optional Prepayment Notice and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations Optional Prepayment Date set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% in such notice and payment of the aggregate reported trading volume Optional Prepayment Amount shall be deducted from the principal amount of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call NoticeNotes which are otherwise subject to prepayment pursuant to such notice. If the Warrant Holder Borrower delivers an Optional Prepayment Notice and fails to timely pay the funds required by Optional Prepayment Amount due to the Warrant CallHolders of the Notes within two (2) business days following the Optional Prepayment Date, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the Borrower shall forever forfeit its right to Call redeem the Notes pursuant to this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodSection 5.1.

Call Option. The Company shall have the option to "call" the ----------- Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv10.1(ii) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of fifty percent (50% %) of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 fourteen (14) business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolder of this Warrant, the Call Notices Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseother principal terms) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% twenty-five percent (25%) of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock Stock, as reported by on the NASD OTC Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is, at the time, the principal trading exchange or market for the Common Stock, the "Principal Market as defined in Market"), of if not then trading on a Principal Market, such other principal market or exchange where the Subscription AgreementCommon Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice, for each trading day during the thirty (30) trading days prior to the giving of the Call Notice ("Lookback Period") is two hundred percent (200% %) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 one hundred fifty thousand (150,000) Common Shares. Subject . (e) The Company may give a Call Notice in connection with up to fifty percent (50%) of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock, as reported for the Principal Market, of if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the date of the Call Notice for each trading day during the thirty (30) trading days prior to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% giving of the aggregate reported Call Notice ("Lookback Period") is two hundred percent (200%) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback PeriodPeriod is not less than two hundred fifty thousand (250,000) Common Shares. (ef) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 fourteen (14) business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (fg) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were was subject to cure and cured during the stated cure period. (h) Only one Warrant Call may be given in connection with this Warrant.

Call Option. The Company shall have Issuer Trustee will, subject to the option to "call" other provisions of this Condition 7, when directed by the Warrants Global Trust Manager (at the "Warrant Call"Global Trust Manager's option), in accordance with and governed by redeem all, but not some only, of the Notes at their then Invested Amount (without double counting), subject to the following, together with all accrued but unpaid interest in respect of the Notes to (but excluding) the date of redemption, on any Payment Date falling on or after the earlier of: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call Payment Date falling in [month, year] (the "Call NoticeOption Date") during the period in which the Warrant Call may be exercised.); and (b) The Company's right the Payment Date on which the aggregate Outstanding Principal Balance of all Housing Loans referable to exercise the Warrant Call shall commence with Purchased Mortgage Loans (calculated as at the actual effective date end of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback preceding Collection Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume Outstanding Principal Balance of all Housing Loans referable to the Purchased Mortgage Loans on the Closing Date. Notwithstanding the foregoing, the Issuer Trustee may redeem the Notes at their Stated Amount on a Call Option Date, instead of at their Invested Amount (without double counting), together with accrued but unpaid interest in respect of the Common Stock during the Lookback Period. Notes to (ebut excluding) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required redemption, if so approved by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. an Extraordinary Resolution (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in Condition 9.1) of the Subscription AgreementNoteholders. However, the Issuer Trustee will not redeem the Notes unless same it is in a position on the relevant Payment Date to repay the then Invested Amounts or the Stated Amounts (without double counting), as required, of the Notes together with all accrued but unpaid interest to (but excluding) the date of redemption and to discharge all its liabilities in respect of amounts which are required under the Master Security Trust Deed and the Supplemental Deed to be paid in priority to or equally with the Notes as if the Deed of Charge in respect of the Trust were subject enforced. The Issuer Trustee will give not more than 60 nor less than 45 days' notice (which will be irrevocable) of the Payment Date on which a proposed redemption under this Condition 7.3 will occur to cure the Seller, the Note Trustee, the Principal Paying Agent, the [Class of US Note] Registrar, the Calculation Agent and cured during the stated cure period[Noteholders of Class of US Notes] in accordance with Condition 11.1.

Call Option. The Company shall have reserves the option right to "call" the Warrants call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (the "Warrant such right, a “Call"”), in accordance with and governed for consideration equal to $0.0001 per Warrant Share, by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder delivering a written notice of call in writing (the "a “Call Notice"”) during to the period in which Holder, indicating the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise unexercised portion of this Warrant to which such notice applies, within one hundred twenty (120) days after the public announcement by the Company of an increase, in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio (SUVR) for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the study “SEMA4D Blockade Safety and Brain Metabolic Activity in Alzheimer’s Disease (AD)” and the associated Statistical Analysis Plan (the "Warrant Shares"“Positive Data Release”), ; provided, that the registration statement Company may only deliver a Call Notice to a Holder if (a) at the time of delivery of the Call Notice the Holder is not in possession of any material non-public information that was provided by the Company or any of its officers, directors, employees, agents, or affiliates and (b) there is an effective Resale Registration Statement (as defined below). If the conditions set forth below for such Call are satisfied for the period from the date 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 Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth Trading Day after the date the Call Notice is given received by the Holder (such date and through time, the period ending 14 business days thereafter. In no event “Call Date”); provided, however, that to the extent that the issuance of Warrant Shares subject to a Call Notice would cause a violation of the Beneficial Ownership Limitation set forth in Section 2(f) were a Notice of Exercise to be delivered, notwithstanding anything to the contrary set forth in this Warrant, the holder may deliver a Notice of Exercise together with the Company Exercise Price for such exercise less $0.0001 per Warrant Share with respect to the number of Warrant Shares that would be in excess of the Beneficial Ownership Limitation, and thereafter the terms of this Warrant shall be modified solely with respect to such number of Warrant Shares (A) that are in excess of the Beneficial Ownership Limitation and (B) for which such Notice of Exercise and Exercise Price were also delivered in order to (i) provide that the Warrant Call shall be exercisable until exercised in full rather than on or prior to the Termination Date as defined herein, (ii) provide for an Exercise Price of $0.0001 per Warrant Share, subject to adjustment hereunder, and (iii) permit the Warrant to be exercised at any time unless by means of a “cashless exercise,” and thereafter (1) this Section 2(d) and (2) that portion of Section 3(f) of this Warrant from the beginning of the sentence beginning “Notwithstanding anything to the contrary, in the event of a Fundamental Transaction…” to the end of the sentence ending “on the effective date of the Fundamental Transaction)” shall not apply to the Warrant with respect to such Warrant Shares. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered by 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice that calls less than all of this Warrant 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 (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be delivered upon exercise of automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will be upon delivery, immediately resalable, without restrictive legend have issued and upon such resale freely transferable on delivered to the transfer books Holder 50 Warrant Shares in respect of the Company. exercises following receipt of the Call Notice, and (cz) Unless otherwise agreed the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to by adjustment as herein provided and subject to subsequent Call Notices). Subject again to the Warrant Holderprovisions of this Section 2(d), the Company may deliver subsequent Call Notices must be given for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to all Warrant Holders who receive Warrants similar to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (in terms and any Call Notice calling for such cancellation shall be void) unless, from the time of exercise price and otherwisethe Positive Data Release through the Call Date, (1) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Company shall have honored in accordance with the respective terms of this Warrant held all Notices of Exercise delivered by each. 6:30 p.m. (dNew York City time) on the Call Date, (2) a registration statement (a “Resale Registration Statement”) shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares by the Holder, (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents. The Company may give a Call Notice in connection with up Company’s right to 50% call the Warrant under this Section 2(d) shall be exercised ratably among the holders of the Common Stock issuable upon exercise Warrants then outstanding. Upon delivery of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreementa Call Notice, for each trading day during the thirty days prior to the giving of the whether or not such Call Notice ("Lookback Period") is 200% of constitutes, or contains, material, non-public information regarding the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant CallCompany, the Company may elect shall simultaneously disclose the terms of such Call Notice pursuant to cancel a corresponding amount Current Report on Form 8-K or press release reasonably designed to provide broad, non-exclusionary distribution of this Warrant. (f) The Company may the information to the public, following which the Holder shall not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were be subject to cure and cured during the stated cure periodany confidentiality or similar obligations hereunder with respect to such Call Notice.

Call Option. The Company shall have Subject to the option to "call" the Warrants (the "Warrant Call"provisions of Section 2(f), in accordance with and governed the Company reserves the right to call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”), for consideration equal to $0.0001 per Warrant Share, by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder delivering a written notice of call in writing (a “Call Notice”) to the Holder, indicating the unexercised portion of this Warrant to which such notice applies, within one Trading Day after the end of any ten (10) consecutive Trading Day period (the "“Measurement Period”) for which the VWAP is $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), provided at the time of delivery of the Call Notice") during Notice the holder is not in possession of any material non-public information that was provided by the Company or any of its officers, directors, employees, agents, or affiliates. If the conditions set forth below for such Call are satisfied for the period in which from the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of Call Notice through and including the Subscription Agreement and thereafterCall Date (as defined below), shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the "Warrant Shares"), provided, that the registration statement is effective at twentieth Trading Day after the date the Call Notice is given received by the Holder (such date and through time, the period ending 14 business days thereafter“Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In no event may furtherance thereof, the Company exercise the Warrant Call at any time unless the covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered by 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice that calls less than all of this Warrant 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 (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be delivered upon exercise of automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will be upon delivery, immediately resalable, without restrictive legend have issued and upon such resale freely transferable on delivered to the transfer books Holder 50 Warrant Shares in respect of the Company. exercises following receipt of the Call Notice, and (cz) Unless otherwise agreed the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to by adjustment as herein provided and subject to subsequent Call Notices). Subject again to the Warrant Holderprovisions of this Section 2(d), the Company may deliver subsequent Call Notices must be given for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to all Warrant Holders who receive Warrants similar to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (in terms and any such Call Notice shall be void) unless, from the beginning of exercise price and otherwisethe Measurement Period through the Call Date, (1) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Company shall have honored in accordance with the respective terms of this Warrant held all Notices of Exercise delivered by each. 6:30 p.m. (dNew York City time) The on the Call Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company may give for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on a Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(f) herein. The Company’s right to call the Warrant under this Section 2(d) shall be exercised ratably among the holders of a majority in connection with up interest of the Common Warrants then outstanding. 1 Price to 50be 150% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodExercise Price. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call")Callholder, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving notice to each Warrant Holder a written notice of call the Trustee (the "Call Notice") during ), has the period in which the Warrant Call may be exercised. (b) The Company's right to exercise purchase the Warrant aggregate principal amount of this Security, in whole but not in part (the "Call shall commence with Option"), on the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafterCoupon Reset Date, shall be coterminous with the exercise period of the Warrants for at a maximum of 50price equal to 100% of the Common Stock issuable upon the exercise of this Warrant principal amount hereof (the "Warrant SharesCall Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Regular Record Date), provided, that the registration statement is effective at the date the . The Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares required to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar the Trustee, in writing, prior to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement4:00 p.m., for each trading day during the thirty New York City time, no later than fifteen calendar days prior to the giving Coupon Reset Date. The Call Notice must contain the requisite delivery details, including the identity of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call NoticeCallholder's DTC account. If the Warrant Holder fails Callholder exercises the Call Option, unless terminated in accordance with its terms, (i) not later than 2:00 p.m., New York City time, on the Business Day prior to timely pay the funds required by the Warrant CallCoupon Reset Date, the Company may elect Callholder will deliver the Call Price in immediately available funds to cancel a corresponding amount the Trustee for payment thereof to the holders of the 2021 REPS (including, if applicable, the Holder hereof) on the Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Warrant. Security to the Callholder against payment (f) degree)therefor on the Coupon Reset Date through the facilities of DTC. The Company may Callholder is not required to exercise the right to Call this Warrant Option, and no holder of the 2021 REPS or any interest therein shall have any right or claim against the Callholder as a result of the Callholder's decision whether or not to exercise the Call Option or performance or non-performance of its obligations with respect thereto. The Callholder may at any time assign its rights and obligations under its Call Option; provided, however, that (i) such rights and obligations are assigned in whole and not in part and (ii) it provides the Trustee and the Company with notice of it after such assignment contemporaneously with such assignment. Upon receipt of notice of assignment, the occurrence of a Non-Registration Event, Trustee will treat the assignee as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.Callholder for all purposes hereunder. The Callholder may assign

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call")Callholder, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving notice to each Warrant Holder a written notice of call the Trustee (the "Call Notice") during ), has the period in which the Warrant Call may be exercised. (b) The Company's right to exercise purchase the Warrant aggregate principal amount hereof, in whole but not in part (the "Call shall commence with Option"), on the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafterApplicable Coupon Reset Date, shall be coterminous with the exercise period of the Warrants for at a maximum of 50price equal to 100% of the Common Stock issuable upon the exercise of this Warrant principal amount hereof (the "Warrant SharesCall Price") (interest accrued to but excluding the Applicable Coupon Reset Date to be paid by the Company on such date to the Holder hereof on the most recent Regular Record Date). The Company, provided, that the registration statement is effective at the date as holder of the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise Option in respect of the WarrantSecurities of this series, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on or any person to which the transfer books Call Option is assigned in accordance with Section 305 of the Company. (c) Unless otherwise agreed Fifth Supplemental Indenture, is referred to by herein as the Warrant Holder, "Callholder" in respect of the Securities of this series. The Call Notices must Notice shall be given to all Warrant Holders who receive Warrants similar the Trustee, in writing, prior to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement4:00 p.m. New York City, for each trading day during the thirty no later than fifteen calendar days prior to the giving Applicable Coupon Reset Date. The Call Notice shall contain the requisite delivery details, including the identification of the Callholder's DTC Account. The Trustee shall send a copy of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth hereinHolder hereof no later than the immediately succeeding Business Day. In the event the Callholder exercises its rights under the Call Option, unless terminated in accordance with its terms, then (i) not later than 2:00 p.m., New York time, on the Business Day prior to the Applicable Coupon Reset Date, the maximum amount of Warrant Shares Callholder shall deliver the Call Price in immediately available funds to the Trustee for which Call Notices may be given during any thirty day period shall be equal payment thereof to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date Holder hereof of the Call NoticePrice on the Applicable Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Security to the Callholder against payment therefor on the Applicable Coupon Reset Date through the facilities of DTC. If The Callholder is not required to exercise the Warrant Call Option, and no Holder fails to timely pay of the funds required by the Warrant CallSecurities of this series (including, the Company may elect Holder hereof) or any interest herein shall have any right or claim against the Callholder as a result of the Callholder's decision whether or not to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant Option or performance or non-performance of its obligations with respect thereto. The Callholder may at any time assign its rights and obligations under its Call Option; provided, however, (i) such rights and obligations are assigned in whole and not in part and (ii) it provides the Trustee and the Company with notice of it after such assignment contemporaneously with such assignment. Upon receipt of notice of assignment, the occurrence of a Non-Registration EventTrustee shall treat the assignee as Callholder under such Call Option for all purposes hereunder. The Callholder may assign its rights under its Call Option without notice to, as defined or consent of, the Holder hereof The Indenture sets forth certain circumstances in which the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCall Option will automatically be terminated.

Call Option. The Company (a) In the event Stockholder’s employment under the Employment Agreement among the Company, Affinion Group, Inc. and Stockholder, dated as of the date hereof and effective as of the Effective Date (the “Employment Agreement”), is terminated for any reason whatsoever prior to an initial public offering of the Common Stock pursuant to an effective Registration Statement filed under the Securities Act of 1933, as amended (an “IPO”), then first the Company, and then Apollo and General Atlantic (pursuant to the terms of Section 1(c) below), shall have the option to "call" right and option, but not the Warrants obligation (the "Warrant Call"“Call Option”), to purchase either (i) all of the Shares (but not the Warrants) or (ii) all of the Securities (including the Warrants), in each case then held by Stockholder, Trust or any Person to whom Securities formerly held by Stockholder or Trust were transferred in accordance with the terms of the Stockholder Agreement, (such Person, a “Permitted Transferee”), or to whom such Shares or Securities, as the case may be, have been transferred by Stockholder, Trust and governed by the following: any of their Permitted Transferees, in each case, excluding (a) The Company shall exercise Securities transferred in accordance with the Warrant Call by giving to each Warrant Holder a written notice terms of call Section 4(c) of the Stockholder Agreement, and, (b) if the Stockholder, the Trust or the Permitted Transferee, as applicable, has exercised its Tag-Along Right (as such term is defined in the Stockholder Agreement), Section 4(d) of the Stockholder Agreement (the "Securities that are subject to the Call Notice"Option are referred to as the “Subject Shares”), whether such Subject Shares have been acquired upon the exercise of the Warrants, options or otherwise. The aggregate purchase price (the “Call Price”) during for the period in which Subject Securities that are the subject of the Call Option shall be equal to (x) if the Call Option includes the Shares and the Warrants, the sum of the (I) the product of (A) the “Fair Market Value Per Share” (as defined below) multiplied by (B) the number of Shares being acquired plus (II) the “Warrant Valuation” (as defined below) or (y) if the Call may be exercisedOption includes only the Shares, the product of (1) the Fair Market Value Per Share multiplied by (2) the number of Shares being acquired. (b) The Company's In the event of the termination of Stockholder’s employment with the Company for any reason whatsoever, the Company shall promptly notify General Atlantic, Apollo and Stockholder of the effective date of such termination (the “Termination Date”). For a period of 30 days following the Termination Date (the “Company Option Period”), the Company or its designee shall have the right to exercise the Warrant Call shall commence with the actual effective date of the registration statement Option described in Section 10.1(iv1(a) with respect to the Subject Shares by delivering written notice to Stockholder, the Trust and any Permitted Transferees (a “Call Notice”) (with a copy to Apollo and General Atlantic). If the Company does not elect to exercise the Call Option, then each Call Holder shall have the right to exercise the Call Option described in Section 1(a) with respect to its Pro Rata Portion of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for Subject Shares by delivering a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may to Stockholder, the Company exercise and the Warrant other Call Holder at any time unless during the Warrant Shares to be delivered upon exercise of 15-day period following the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on Company Option Period (the transfer books of the Company“Call Holder Option Period”). (c) Unless otherwise agreed For purposes hereof, “Pro Rata Portion” means (i) if only one Call Holder exercises its Call Right, an amount equal to by either the Warrant Pro Rata Portion as determined in accordance with clause (ii) of this definition or 100%, at the election of the applicable Call Holder and (ii) with respect to each Call Holder, a fraction, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms numerator of exercise price and otherwise) on or about which is the same issue date as this Warrant in proportion to the amounts number of shares of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. beneficially owned (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Stockholder Agreement, for each trading day during the thirty days prior to the giving of the ) by such Call Notice ("Lookback Period") is 200% of the Purchase Price Holder and its affiliates and the average daily trading volume denominator of which is the number of shares of Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which beneficially owned by both Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodHolders and their affiliates. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have By acceptance of these Securities, the HOLDER ----------- hereby grants to the ISSUER the option to ("call" the Warrants (the "Warrant CallCALL OPTION"), in accordance whole or in part and in one or more transactions, for a period beginning ONE HUNDRED TWENTY DAYS FOLLOWING THE CLOSING DATE to repurchase any outstanding portion of the Securities plus accrued dividends, in whole or in part at ONE HUNDRED PERCENT (100%) OF THE STATED VALUE PLUS ACCRUED DIVIDENDS (THE "REPURCHASE PRICE") payable in cash. The Call Notice must be sent to the HOLDER via telecopy transmission (with and governed written notice to the registered address of the HOLDER by overnight courier). Upon receipt by the following: (a) The Company shall exercise HOLDER of the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice, HOLDER will have FIVE (5) NASDAQ TRADING DAYS to convert the Securities or be subject to this Call provision. Delivery of Repurchase Funds and Escrow Fees from the CORPORATION and delivery of all called original Securities from the HOLDER must be delivered to the Escrow Agent who shall initially be Xxxx Xxxxxxxxxxx, Barrister & Solicitor, 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX, L4K- 3R5, Canada (") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant SharesESCROW"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafterwho shall act as Escrow in this regard within TWENTY (20) NASDAQ TRADING DAYS FROM THE RECEIPT OF THE CALL NOTICE. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon deliveryEscrow shall, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving receipt of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of Repurchase Price from CORPORATION and these Securities from HOLDER, deliver the Common Stock during the Lookback Period Repurchase Monies and any replacement Securities if this Call Option is not less than 100,000 Common Shares. Subject exercised in part to the other limitations set forth hereinHOLDER in accordance with HOLDER's instructions and will deliver the Securities to the CORPORATION pursuant to CORPORATION's or its assignee's instructions. If the Repurchase Monies are not received by Escrow within Twenty (20) NASDAQ trading days from issuance of Call Notice by CORPORATION, Escrow shall return the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Securities so received to the transmitting party. Failure by the CORPORATION to deliver the Repurchase Monies within the specified time shall be equal deemed to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date be constructive cancellation of the Call Notice. If the Warrant Holder fails to timely pay Securities are not received by Escrow within Thirty (30) NASDAQ trading days from issuance of Call Notice by CORPORATION and Escrow has received the funds required by Repurchase Monies from the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.CORPORATION within Twenty

Call Option. The Following issuance of the Warrants and commencing with the date on which the Company's Registration Statement with respect to the Warrant Shares is declared effective, the Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with right and governed by the following: option: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion respect to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided Series "A" Warrants, assuming the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription AgreementCompany's common stock exceeds or equals $4.00 per share for 20 consecutive trading days, for each trading day during the thirty days prior and (b) with respect to the giving Series "B" Warrants, assuming the closing bid price of the Call Notice Company's common stock exceeds or equals $6.00 per share for 20 consecutive trading days, upon thirty ("Lookback Period"30) days written notice to each Warrantholder (or such longer period as is 200% required under any applicable law), to, at any time thereafter call, redeem and acquire all of the Purchase Price Warrants of either or both classes of Warrants remaining outstanding and unexercised at the average daily trading volume of date specified for such redemption in such notice (the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein"Redemption Date"), the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Redemption Date shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business 30 days of after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that the Call NoticeWarrantholders shall in any event have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. If In the event any Warrants are exercised during such 20-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Holder fails Agent (or its successor), his certificate or certificates representing the Warrants to timely pay be redeemed. Notwithstanding the funds required fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Call, Agent in connection with the Company may elect to cancel a corresponding amount redemption of this Warrantthe Warrants. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have Subject to this Section 8.7, Seller may sell its interest in the option to "call" real estate and other assets comprising the Warrants Option Centers (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date or one of the registration statement described Option Centers) to an unaffiliated third-party in Section 10.1(iva bona fide, arms-length transaction, provided that either (i) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. title pursuant to such sale occurs (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseA) on or about the same issue date as this Warrant in proportion prior to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% first anniversary of the Common Stock issuable upon exercise of this Warrant provided Closing Date or (B) on or prior to the closing bid price ninetieth (90th) day after the first anniversary of the Common Stock as reported by the Principal Market as defined in the Subscription AgreementClosing Date if Seller shall have entered into a bona fide, for each trading day during the thirty arms-length agreement no later than 90 days prior to the giving first anniversary of the Call Notice Closing Date or ("Lookback Period"ii) is 200% Seller enters into an agreement with respect to such sale after the expiration of the Purchase Price and Option Exercise Period. If, after six (6) months from the average daily trading volume Closing Date, Seller enters into a written agreement to facilitate such a sale prior to the commencement of the Common Stock during Option Exercise Period, Seller shall notify Buyer, which notice shall state which Option Center has been sold and projected closing date. If either or both of the Lookback Period Option Centers shall remain unsold at the expiration of the period commencing on the Closing Date and ending on the first anniversary thereof (or if as of such date Seller is not less than 100,000 Common Shares. Subject party to a written agreement to sell the other limitations set forth hereinOption Centers, the maximum amount earlier of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% (y) the date 90 days after the first anniversary of the aggregate reported trading volume of the Common Stock during the Lookback Period. Closing Date and (ez) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If termination of such written agreement) (such period, which the Warrant Holder fails to timely pay the funds required by the Warrant Callparties acknowledge may be different for each Option Center, the Company may elect “Third-Party Sale Period”) or continue to cancel be owned by Seller or one of its Affiliates, Buyer shall have an option to acquire the unsold Option Center(s) (the “Purchase Option”), on the following terms (for purposes of clauses (a) through (c) below, unless the context requires a corresponding amount different interpretation, the term “Option Center” shall refer to the Option Center or Centers which shall not have been sold to unaffiliated third-party purchaser during the Third-Party Sale Period and, for purposes of this Warrant. (f) The Company may not exercise Section 8.7, “Seller” shall mean Seller or the right to Call this Warrant or any part applicable Subsidiary of it after Seller as owner of the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.Option Centers):

Call Option. The Employee Securityholders each agree for themselves and all Employee Parties who subsequently acquire or hold Shares that the Company shall and the Purchaser Buyer will have the a call option to "call" the Warrants (the "Warrant CallCALL OPTION")) on all Shares held by any Employee Securityholder or Employee Party, in accordance with and governed by including all Shares issuable upon exercise of any options to acquire Shares from the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call Company, (the "Call NoticeCALLABLE SECURITIES") during upon the period in which the Warrant Call may be exercised. (b) The Companytermination of such Employee Securityholder's right to exercise the Warrant Call shall commence employment with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafterCompany for any reason (each, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant SharesCALL EVENT"), ; provided, that the registration statement is effective Company may provide that the Company and the Purchaser Buyer may exercise the Call Option through the purchase of the Employee Securityholder's options to acquire Shares from the Company and, if by the Purchaser Buyer, such option shall be exercisable by the Purchaser Buyer in accordance with its terms for the exercise price thereof. The Call Option will expire as to 20% of the Shares owned, or Shares issuable upon exercise of any option to acquire Shares from the Company owned, by each such Person upon each anniversary of the later of (a) the date hereof or, (b) the date such Employee Securityholder first acquires such Shares or was granted such option (each, the "GRANT DATE"), and on each anniversary of such Grant Date through the fifth anniversary of such Grant Date. Upon the occurrence of a Call Event, the Company and the Purchaser Buyer may exercise the Call Option by written notice (an "OPTION NOTICE") delivered to the Employee Securityholder (or, if different, the then current holder of the Shares) within 90 days after such Call Event, of its election to purchase and, upon the giving of such notice the Chosen Buyer will be obligated to purchase and the Employee Securityholder (or, if different, the then current holder of the Shares) ("SELLER") will be obligated to sell all or any lesser portion indicated in the Option Notice of the Callable Securities owned at the date time of the Call Notice Event by the Seller. The consideration for the Callable Securities referred to in the preceding sentence shall be the Employee Stockholder's Cost of such Callable Securities, plus 10 per cent for each full calendar year from the applicable Grant Date, provided, however, that in respect of options granted after the date hereof, if the Employee Stockholder's cost is given zero, the consideration shall be an amount equal to ten (10) percent of the per share exercise price of such option for each full calendar year from the applicable Grant Date. For purposes of determining the Chosen Buyer (which term shall have the same meaning as set forth in Section 1.7 in the context of a Call Option), the priority as among the Company and through the period ending 14 business days thereafterPurchaser Buyer to purchase the Callable Securities shall be, FIRST, the Purchaser Buyer and, SECOND, the Company. In no the event may the Company exercise or any Purchaser Buyer elects not to participate in the Warrant purchase of Callable Securities pursuant to the Call Option, the same procedures as to allocation as are set forth in Section 1.7 in respect of the First Option will govern. The closing for all purchases and sales of Callable Securities pursuant to this Section 1.8 will be at any time unless the Warrant Shares principal executive offices of the Company on the 60th day after the giving of the Option Notice. The applicable purchase price for the Callable Securities will be paid in cash or by cashier's check. The Seller will cause the Callable Securities to be delivered upon exercise to the Chosen Buyer at the closing free and clear of all liens, charges or encumbrances of any kind except those which shall continue to apply to such Shares by the terms of this Agreement. Such Seller will take all such actions as the Chosen Buyer reasonably requests to vest in the Chosen Buyer title to the Callable Securities free of any lien, charge or encumbrance incurred by or through the Seller. Notwithstanding any other section of this Agreement, in the event a Employee Securityholder's employment with the Company is terminated other than through the Securityholder's Retirement from the Company, all of the WarrantSecurityholder's vested options to acquire Shares from the Company may be exercisable for three months following such termination and the exercise price may be paid at the Securityholder's election (i) by cash or cashiers check, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on or (ii) by surrender of Shares or options to acquire Shares from the transfer books of Company ("NET ISSUANCE") as determined below. If the Company. (c) Unless otherwise agreed to by Securityholder elects the Warrant HolderNet Issuance method, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same Company will issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Shares in accordance with the respective Warrant held by each. following formula: X = Y(A-B) ------ A Where: X = the number of Shares to be issued to the Securityholder Y = the number of Shares requested to be exercised under this Agreement A = the Fair Market Value of one (d1) The Share B = the Exercise Price Notwithstanding, any other section of this Agreement, in the event a Employee Securityholder's employment with the Company may give a Call Notice in connection with up to 50% is terminated through the Securityholder's Retirement from the Company, all of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior Securityholder's vested options to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant acquire Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, from the Company may elect be exercised at any time and from time to cancel a corresponding amount time until the expiration of such vested options to acquire Shares from the Company. For purposes of this Warrant. (f) The Company may not exercise Section 1.8, the right to Call this Warrant or any part of it after following terms have the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.following meanings:

Call Option. The Subject to the terms and conditions of this Agreement, at any time and from time to time during the period that commences on the date of this Agreement and terminates at the close of business on November 8, 2021 (the “Call Exercise Period”), the Company shall have the option to "call" the Warrants right (the "Warrant Call"“Call Right”), but not the obligation, to cause the Purchaser to purchase a Note in accordance with the amount referenced in the Call Exercise Notice. A Closing pursuant to a Call Exercise Notice shall take place not later than five calendar days following the earlier of (i) date of delivery to the Purchaser of such Call Exercise Notice or (ii) the date on which all of the conditions precedent (as set forth hereinbelow) have been met. As of the date of delivery of the Call Exercise Notice and governed by the followingrelevant Closing thereunder: (a) The the Company shall exercise have reported “operating income” (in the Warrant Call by giving to each Warrant Holder a written notice of call (manner historically calculated except as provided below) on its Quarterly Report on Form 10-Q for the "Call Notice") during fiscal quarter immediately preceding the period fiscal quarter in which the Warrant Call may Exercise Notice was delivered; provided, however, that, if such “immediately preceding” fiscal quarter is the Company’s fourth fiscal quarter of its fiscal year, then such “operating income” shall be exercised.determined by subtracting from the Company’s operating income for such fiscal year (as reported on the Company’s Annual Report on Form 10-K and calculated as provided below) the Company’s operating income for the first three fiscal quarters of its fiscal year (as reported on the Company’s most recent Quarterly Report on Form 10-Q and calculated as provided below); and provided, further, that in calculating “operating income” for purposes of this Agreement, there shall be excluded (i) charges, expenses or deductions for amortization and depreciation, and (ii) charges, expenses or deductions relating to the issuance, existence, conversion or exercise of Commitment Shares, Notes or Warrants pursuant to this Agreement; (b) The Company's right the Company and each of its Subsidiaries shall not be in default of any of its obligations to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafterany third party, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective other than defaults existing at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares of this Agreement or that would not reasonably be expected to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company.have a Material Adverse Effect; (c) Unless otherwise agreed to by the Warrant Holder, Company shall not be in default under its reporting obligations under the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each.Exchange Act; (d) The the Company may give shall not be subject to a Call Notice in connection with up to 50% Bankruptcy Event; (e) the Company shall have commenced the process of preparation of (and thereafter be actively prosecuting) its Proxy Statement on Schedule 14A, one of the Common Stock issuable upon exercise items of this Warrant provided which shall be the closing bid price of Company’s proposal to redomicile the Common Stock as reported Company from Minnesota to Nevada, which proposal shall be actively supported and unanimously recommended by the Principal Market as defined Board of Directors; and (f) no less than two weeks shall have elapsed since the immediately previous Closing. Further, the number of Underlying Shares in the Subscription Agreement, for each trading day during the thirty days prior to the giving respect of the such exercised Call Notice ("Lookback Period") is Right shall be not greater than 200% of the Purchase Price and the average daily aggregate trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject three weeks prior to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrantrelevant Closing. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company a) From the Closing Date until the fifth (5th) anniversary of the Closing Date, DDT Investments Ltd. shall have the option right, but not the obligation, to "call" purchase on one or more occasions from Cumorah Group Ltd. an amount of Shares representing up to five percent (5%) of the Warrants outstanding Shares (the "Warrant each, a “Cumorah Group Ltd. Call"”), upon the terms and conditions set forth in accordance with and governed by the following: (a) this paragraph. The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Cumorah Group Ltd. Call may be exercisedexercised by DDT Investments Ltd. by written notice to Cumorah Group Ltd. (each, a “Cumorah Group Ltd. Call Notice”). The price payable for the Shares to be purchased under the Cumorah Group Ltd. Call shall be Ten U.S. Dollars (USD $10.00) per Share and shall be payable within fifteen (15) days of receipt by Cumorah Group Ltd. of the Cumorah Group Ltd. Call Notice. Cumorah Group Ltd. shall deliver to DDT Investments Ltd. the Shares to be purchased under the Cumorah Group Ltd. Call on the same date that Cumorah Group Ltd. received the purchase price for the Shares to be purchased under the Cumorah Group Ltd. Call. (b) The Company's right to exercise From the Warrant Call shall commence with Closing Date until the actual effective date fifth (5th) anniversary of the registration statement described in Section 10.1(ivClosing Date, DDT Investments Ltd. shall have the right, but not the obligation, to purchase on one or more occasions from XXX Xxxxx Investments Ltd. an amount of Shares representing up to five percent (5%) of the Subscription Agreement and thereafteroutstanding Shares (each, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable “XXX Xxxxx Investments Ltd. Call”), upon the exercise of terms and conditions set forth in this Warrant paragraph. The XXX Xxxxx Investments Ltd. Call may be exercised by DDT Investments Ltd. by written notice to XXX Xxxxx Investments Ltd. (each, a “XXX Xxxxx Investments Ltd. Call Notice”). The price payable for the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise purchased under the XXX Xxxxx Investments Ltd. Call shall be Ten U.S. Dollars (USD $10.00) per Share and shall be payable within fifteen (15) days of receipt by XXX Xxxxx Investments Ltd. of the Warrant, will XXX Xxxxx Investments Ltd. Call Notice. XXX Xxxxx Investments Ltd. shall deliver to DDT Investments Ltd. the Shares to be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable purchased under the XXX Xxxxx Investments Ltd. Call on the transfer books of same date that XXX Xxxxx Investments Ltd. received the Companypurchase price for the Shares to be purchased under the XXX Xxxxx Investments Ltd. Call. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise For purposes of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market Section 1.10, “Shares” shall mean New PubCo Ordinary Shares (as defined in the Subscription Business Combination Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period). (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company (i) In the event a Qualifying IPO has not occurred, the Issuer shall have the option right to "call" the Warrants (the "Warrant Call"), in accordance with and governed repurchase by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") given during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date first 15 Business Days of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise any quarterly fiscal period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant Issuer occurring after October 25, 2007 and prior to October 25, 2010 (the "Warrant SharesCall Option") all and not less than all outstanding Registrable Securities from all the Holders. The Call Notice must be delivered at least 15 Business Days prior to the date on which the Issuer has elected to purchase all outstanding Registrable Securities (the "Call Closing Date"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can The Holders' Registrable Securities shall be purchased by the respective Warrant Holders Issuer on the Call Closing Date by payment of the required purchase price by wire transfer in accordance with immediately available funds against receipt of the respective Warrant held by eachapplicable Registrable Securities which shall be free of any liens or other encumbrances. (dii) The Company may give a Call Notice in connection with up repurchase price ("PUT PRICE") to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, be paid for each trading day during the thirty days prior Share subject to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Option so redeemed pursuant to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period this Section 7 shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days an amount calculated as of the date of the Call Notice. If Notice (the Warrant Holder fails "CALL DETERMINATION DATE") equal to timely pay the funds required by greater of (A) the Warrant Call, Fair Market Value of such Share and (B) an amount equal to the Company may elect to cancel a corresponding amount quotient of this Warrant. (fx) The Company may not exercise five times the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, Consolidated Cash Flow (as defined in the Subscription Indenture) of the Issuer as of the Call Determination Date minus the sum of (1) the amount of the consolidated Indebtedness (as defined in the Indenture) of the Issuer and its Subsidiaries as of the Call Determination Date, (2) the amount of accrued interest on such Indebtedness, (3) the aggregate liquidation preference of all shares of Preferred Stock (as defined in the Indenture) of the Issuer and its Subsidiaries outstanding as of the Call Determination Date and (4) the amount of accrued and unpaid dividends on such shares of Preferred Stock, plus the sum of (i) cash and Cash Equivalents (as defined in the Indenture) of the Issuer and its Subsidiaries as of the Call Determination Date and (ii) the aggregate exercise price of all options or warrants to purchase, or securities convertible into or exercisable for, shares of common stock of the Issuer outstanding as of the Call Determination Date, divided by (y) the number of shares of common stock of the Issuer outstanding (as determined on a Fully Diluted Basis (as defined in the Purchase Agreement, unless same were )) as of the Call Determination Date. Payment of the purchase price for the Shares subject to cure and cured during the stated cure periodCall Option will be made by wire transfer in immediately available funds.

Call Option. The If at any time during the term of the Warrants after the initial Warrant Price has been determined pursuant to Section 4 hereof the Sale Price (as defined below) of the Company's Common Stock equals or exceeds an amount equal to the sum of $2.00 plus such initial Warrant Price (which amount shall be adjusted to give effect to stock splits and stock dividends) for each of the 20 consecutive trading days preceding but not including the date of such call, the Company shall have the option right and option, upon no less than 30 days' written notice to "the Warrantholder, to call" , and thereafter to redeem and acquire, all of the Warrants evidenced hereby which remain outstanding and unexercised at the date fixed for redemption in such notice (the "Warrant CallRedemption Date"), in accordance with and governed by for an amount equal to One-Tenth of One Cent ($.001) per Warrant; provided, however, that the following: (a) The Company Warrantholder shall exercise have the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the period in which between the Warrant Call may be exercised. (b) The Company's right date of such notice and the Redemption Date to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provisions hereof; and provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days further that if prior to the giving Redemption Date the Warrantholder has requested a registration of the Call Notice ("Lookback Period") is 200% Shares pursuant to Section 10.2 hereof, the Redemption Date shall be extended, if necessary, until the effective date of such registration. Said notice of redemption shall require the Warrantholder to surrender this Agreement to the Company, on the Redemption Date, at the principal executive offices of the Purchase Price Company. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the average daily trading volume Redemption Date, after the Redemption Date such Warrants shall be deemed to be expired and all rights of the Common Stock during the Lookback Period is not less Warrantholder to such unsurrendered Warrants shall cease and terminate, other than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this receive the redemption price of $.001 per Warrant or any part of it after the occurrence of a Non-Registration Eventfor such Warrants, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodwithout interest.

Call Option. The Company (a) Subject to Section 3.1 hereof, at any time on and from the earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) the occurrence of a Xxxxxx Insolvency Event, until the date falling 36 months from the Original Call Option Date (the “Option Period”), the Purchaser shall have the right (such right, the “Option”), but not the obligation, to exercise an option to "call" require the Warrants Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the "Warrant Call")relevant Exercise Notice) of all the rights and interests in respect of the Exchange Note (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in accordance with and governed by each case, shall include the relevant Call Exercise Percentage of each of the following: (ai) The Company shall exercise the Warrant Exchange Note provided to the Osprey Parties and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Call by giving Option Date; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the Original Call Option Date; and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Exchange Agreement relating thereto, in each Warrant Holder a written notice case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of call Exchange Note, Conversion Securities or conversion rights, (the "above, the “Option Interests” and the Call Notice") during Exercise Percentage thereof being, the period “Exercised Option Interests”), in which each case, for the Warrant Call may be exercisedOption Exercise Price. (b) The Company's right to exercise the Warrant Call Exercise Percentage set out in each Exercise Notice shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date not exceed the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyExercise Percentage Cap. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The So long as the closing bid price or last trade in the principal market in which, or on the principal exchange on which, the Shares trade exceeds Six Dollars ($6.00) for the ten (10) consecutive trading days preceding but not including the date of the notice of such call, the Company shall have the option right and option, upon no less than twenty (20) trading days' written notice to "the Registered Holder, to call" , and thereafter to redeem and acquire all of the Warrants remaining outstanding and unexercised at the date fixed for such redemption in such notice (the "Warrant CallRedemption Date"), in accordance with and governed by which Redemption Date shall be at least 20 trading days after the following: date of such notice, for an amount equal to One-Tenth of One Cent (a$.001) The Company per Warrant; provided, however, that the Registered Holder shall exercise have the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the period in which between the Warrant Call may be exercised. (b) The Company's right date of such notice and the Redemption Date to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give provisions of Section 3 hereof and provided further that a Call Notice in connection with up to 50% prospectus meeting the prospectus delivery requirements of the Common Stock issuable Act and covering the resale of the Shares to be issued upon exercise of this Warrant provided by the closing bid Registered Holder hereof or the successors in interest to such Registered Holder is available during the entire period between such notice and the Redemption Date. Said notice of redemption shall require the Registered Holder to surrender to the Company, not later than on the Redemption Date, at the principal executive offices of the Company, his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date such Warrants shall be deemed to be expired and all rights of the Registered Holder of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement$.001 per Warrant for such Warrants, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shareswithout interest. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during In connection with any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Callcall hereunder, the Company may elect shall have no obligation to cancel call any other stock purchase warrant or warrants, whether or not having similar terms, and no call made pursuant to any other stock purchase warrant shall obligate the Company to exercise its right and option to make a corresponding amount of this Warrantcall hereunder. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company (1) Subject to Section 3.1(3), for a period of twelve (12) months from the Initial Closing Date, the Investor shall have the option to "call" the Warrants (the "Warrant Call"“Call Option”), at its sole discretion, to require the Vendors, on a proportional basis as set out in Schedule 2.2, to sell up to 3,223,690 Coinsquare Shares (the “Call Option Shares”) to the Investor for an amount equal to the Call Option Purchase Price. (2) The Call Option may be exercised by the Investor delivering a Call Option exercise notice to the Corporation and the Vendors, in accordance with Section 12.1, specifying the number of Call Option Shares the Investor wishes to acquire under the Call Option. Upon such exercise of the Call Option, the Vendors shall be obligated to sell, assign and governed transfer the Call Option Shares to the Investor and the Investor shall be obligated to purchaser the Call Option Shares from the Vendors at the Call Option Share Price per Call Option Share in accordance with this Article 3. (3) During the term of the Tag-Along Investment Agreement, the Call Option may not be exercised unless the Investor concurrently exercises the Tag-Along Call Option. The number of Call Option Shares to be sold by the followingVendors to the Investor under this Section 3.1 shall be decreased, to the extent required, on a proportionate basis, based on the percentage that the number of Coinsquare Shares owned by such Vendor represent of the total number of Coinsquare Shares owned by the Vendors and the Tag-Along Vendors, adjusting for the number of Tag-Along Call Option Shares to be sold by the Tag-Along Vendors to the Investor under the Tag-Along Investment Agreement on exercise of the Tag-Along Call Option, such that the aggregate number of Coinsquare Shares purchased by the Investor under the Call Option and the Tag-Along Call Option shall in no event be greater than the total number of Call Option Shares with respect to which the Call Option was exercised by the Investor. For greater certainty, it is acknowledged and agreed that the Investor shall have no obligation to purchase from the Vendors in respect of the exercise of a Call Option and the Tag-Along Vendors in respect of the exercise of the Tag-Along Call Option, in the aggregate, more than the number of Coinsquare Shares that are the subject of a Call Option notice. (4) In this Agreement, the “Call Option Share Price” shall be equal to the lesser of: (a) The Company shall exercise the Warrant subject to Section 3.4, $7.75 per Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised.Option Share; and (b) The Company's right to exercise the Warrant Call shall commence with price implied by the actual effective date most recent bona fide equity financing of the registration statement described in Section 10.1(ivCorporation for gross proceeds of at least $5,000,000 completed following the Initial Closing Date. (5) of the Subscription Agreement and thereafter, The Call Option shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable expire upon the exercise of this Warrant earlier of: (the "Warrant Shares"), provided, that the registration statement is effective at a) the date upon which the Call Notice is given Investor has acquired from the Vendors and through the period ending 14 business days thereafter. In no event may Tag-Along Vendors upon the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon due exercise of the WarrantPut Right and the Tag-Along Put Right, will be upon deliveryrespectively, immediately resalable, without restrictive legend and upon such resale freely transferable on in the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holderaggregate, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms number of exercise price and otherwise) on or about the same issue date as this Warrant in proportion Coinsquare Shares equal to the amounts number of Common Stock which can be purchased by the respective Warrant Holders Call Option Shares as set out in accordance with the respective Warrant held by each. Section 3.1(1); and (db) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it that is 12 months after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodInitial Closing Date.

Call Option. The (a) If, before the Initial Public Offering, Aegis is in breach of its obligations under Clause 11.2(b) or Clause 11.3, the Founder and/or the Company shall have the option to "call" the Warrants (the "Warrant Call"“Founder/Charm Call Option”), but not the obligation, to purchase from Aegis such number of shares in accordance with and governed the Company held by Aegis at the following: price per share equal to the price per Subscribed Share payable by Aegis under the Share Subscription Agreement (a) The Company shall exercise subject to any adjustment as a result of any split or consolidation which may have happened in the Warrant Call meantime), by giving notice in writing to each Warrant Holder a written notice of call Aegis (the "“Founder/Charm Call Option Notice") during the period in which the Warrant Call may be exercised”). (b) The Company's right Subject to exercise the Warrant terms and conditions of this Clause 11.4, and in the event the Founder and/or the Company exercises the Founder/Charm Call Option by giving Aegis the Founder/Charm Call Option Notice, Aegis shall commence with transfer to the actual effective date Founder and/or the Company such number of shares in the registration statement described in Section 10.1(iv) of Company to be purchased by the Founder and/or the Company according to the Founder/Charm Call Option Notice, and the Founder and/or the Company shall pay to Aegis the Subscription Price per share equal to the price per Subscribed Share payable by Aegis under the Share Subscription Agreement and thereafter, shall be coterminous with (subject to any adjustment as a result of any share split or consolidation which may have happened in the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant meantime) (the "Warrant Shares"“Founder/Charm Call Price”), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by In the Warrant Holderevent that the Founder and/or the Company exercises the Founder/Charm Call Option, the Call Notices must be given sale and purchase of such number of shares in the Company to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders Founder and/or the Company according to the Founder/Charm Call Option Notice will be completed within (30) days after the Founder and/or the Company has given the Founder/Charm Put Option Notice to Aegis and at the office of DLA Piper in accordance Beijing or such other place as the Founder and/or the Company and Aegis may agree whereupon, against payment by the Founder and/or the Company of the Founder/Charm Call Price, Aegis will deliver the following to the Founder and/or the Company: (i) duly executed instruments of transfer and sold notes (if applicable) in respect of the shares in the Company to be sold in favour of the Founder and/or the Company or its nominee together with definitive share certificates thereof in the respective Warrant held by eachnames of the relevant transferor; and (ii) half (1/2) share of any stamp duty or transfer duty payable on the sale and purchase of the shares in the Company to be sold. (d) The In the event that the Founder and/or the Company may give a exercises the Founder/Charm Call Notice in connection with up to 50% Option, each of the Common Stock issuable upon exercise of this Warrant provided Founder and/or the closing bid price Company and Aegis shall be liable for its own share of the Common Stock as reported by the Principal Market as defined Tax (other than stamp duty) in the Subscription Agreement, for each trading day during the thirty days prior relation to the giving transfer of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Shares pursuant to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodthis Clause 11.4. (e) The respective Warrant Holders shall In the event that both the Founder and the Company wish to exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Founder/Charm Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant CallOption, the Company may elect to cancel a corresponding amount of this WarrantFounder shall have priority. (f) The Company may Founder/Charm Call Option, if not exercise exercised prior to the right to Call this Warrant or any part of it after Initial Public Offering, will lapse upon the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodInitial Public Offering.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Parties agree that under condition of compliance with PRC laws, within the twenty-four (24) months after the Closing Date and following the Further Capital Increase, Party C shall have the right but not obligation to send written notice (“Call Notice”)to Party A and Party B, to require to continue to increase its shareholding ratio in the JV Company up to 67% of the registered capital of the JV Company by then (“Call Option”). Subject to the applicable law and regulations, the price for such call shall be the same as the price for subscription of the increased capital that has been agreed by the Parties, and shall be added with the interest at rate of 10% per annum (the calculating period shall be commencing from the Closing Date to the actual payment date of the investment amount under the Call Option). To the extent the Further Capital Increase has not been completed at the time of any such exercise pursuant to this Article 5.12(a), Party C shall continue to have the right to exercise the Warrant Call by giving Option and the parties agree to each Warrant Holder a written notice negotiate to seek and execute an alternative solution of call (which shall have an equivalent economic effect as if the "Further Capital Increase had been completed and Party C had exercised the Call Notice") during the period in which the Warrant Call may be exercisedOption thereafter. (b) The Company's right Upon receipt of a Call Notice, Party A and Party B shall have the obligation to exercise take such actions as reasonably required by Party C in a timely manner (and in any event within such time periods as may be specified by Party C), in order to successfully complete the Warrant transactions (the specific transaction patterns for the Call shall commence with Option including but not limited to the actual effective date capital increase of the registration statement described JV Company, hereinafter referred to as the “Call”) contemplated by the Call Notice, including but without limitation to using best efforts to procure any internal or external authorization necessary to consummate the Call, causing its designated board member to vote in Section 10.1(ivfavor of (and not exercising any veto rights against) the Call, waiving any dissenter’s rights or preemptive rights or similar rights in respect of the Subscription Agreement and thereafterCall, shall be coterminous entering into definitive agreements with respect to the exercise period of Call, and, as applicable, delivering duly executed agreements and/or other documents as reasonably requested by Party C to facilitate the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Companyproposed transaction. (c) Unless otherwise agreed to by For the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving purpose of the Call Notice ("Lookback Period") is 200% provided in this Article 5.12, the Parties agree that after the completion of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount number of this Warrant. the Board members shall remain six (f6) The Company may not exercise the right to Call this Warrant or any part directors, four of it after the occurrence which are appointed by Party C, one of a Non-Registration Eventwhich is appointed by Party A, as defined in the Subscription Agreementand one of which is appointed by Party B. In addition, unless same were subject to cure the provision in respect of Second-Convened Meeting under Article 9.10 hereof, the quorum for all meetings of the Board of Directors provided under Article 9.9 and cured during the stated cure periodboard number described under Article 9.16 shall be changed to six (6) directors.

Call Option. The At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to "each series of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call" , redeem and acquire all of the Warrants of either or both series which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Warrant CallRedemption Date"), in accordance with which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and governed by effective, the following: (a) The Company Warrantholders shall exercise have the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") right during the 30-day period in which immediately following the Warrant Call may be exercised. (b) The Company's right date of such notice to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant held by each. Agent (d) or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company may give a Call Notice shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with up to 50% the redemption of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodWarrants. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call If at any time unless the Warrant Shares to be delivered upon exercise of the Warranttime, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is Company's common stock equals or exceeds 200% of the Purchase Price and the average daily trading volume exercise price (including any adjustment or reduction of such exercise price pursuant to Section 8 or 9 hereof) of the Common Stock during Warrants, for 20 consecutive trading days, the Lookback Period is not less than 100,000 Common Shares. Subject Company shall have the right and option with respect to the other limitations set forth hereinWarrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire all of the maximum amount of Warrant Shares Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Call Notices may be given during any thirty day period Redemption Date shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business 30 days of after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, the Call NoticeWarrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. If In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Holder fails Agent (or its successor), his certificate or certificates representing the Warrants to timely pay be redeemed. Notwithstanding the funds required fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Call, Agent in connection with the Company may elect to cancel a corresponding amount redemption of this Warrantthe Warrants. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company (a) Following a Change of Control, Seller shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant “Call by giving to each Warrant Holder a written notice of call (the "Call Notice"Option”) during the period Call Option Exercise Period to repurchase fifty percent (50%) of the Revenue Participation Right from the Buyer at the Call Option Price. Seller may exercise the Call Option once only and solely during the Call Option Exercise Period by delivering to the Seller a call option exercise notice (the “Call Option Exercise Notice”) containing the Seller’s proposed purchase price (the “Seller Proposed Price”) for the interest to be purchased, together with a report supporting the Seller Proposed Price from a nationally recognized valuation expert having expertise in which the Warrant valuation of pharmaceutical products and having no business relationship with the Seller. The exercise of the Call may Option shall be exercisedirrevocable. (b) The Company's right to exercise Seller Proposed Price shall be calculated as the Warrant Call shall commence with the actual effective date net present value, applying a five percent (5%) discount rate, of the registration statement described in Section 10.1(iv) unreceived Participation Payments determined based upon projected sales of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the CompanyProducts as determined by Seller’s valuation expert. (c) Unless otherwise agreed The Seller shall pay the Call Option Price to the Buyer (10) Business Days following the determination of the definitive Call Option Price by wire transfer of immediately available funds to one or more accounts specified by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachBuyer. (d) The Company may give a Call Notice in connection with up to 50% of Following the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving Buyer’s receipt of the Call Notice ("Lookback Period") is 200% of the Purchase Option Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject payment, each subsequent Participation Payment to be made to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Buyer in accordance with Section 5.2(a) shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Periodreduced by fifty percent (50%). (e) The respective Warrant Holders shall exercise their Warrant rights and purchase If the appropriate Warrant Shares and pay for same within 14 business days of the date of Seller exercises the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant CallOption, the Company may elect following provisions shall apply to cancel a corresponding amount of this Warrantdetermine the Call Option Price. (fi) The Company may If the Buyer does not exercise deliver a written notice to the right to Call this Warrant or any part of it Seller within twenty (20) Business Days after the occurrence of a Non-Registration EventBuyer receives the Call Option Exercise Notice, as defined in the Subscription Agreement, unless same were Seller Proposed Price shall be deemed the definitive Call Option Price and shall not be subject to cure and cured during dispute or review. (ii) If the stated cure period.Buyer delivers a written notice to the Seller within twenty

Call Option. The In the event that, immediately following the consummation of the Tender Offer and after giving effect to the purchase by the Company of all shares of Common Stock validly tendered and not withdrawn in the Tender Offer, the Common Shares and the Proman Co-Sale Shares amount to less than fifty-one percent (51%) of the Fully Diluted Shares Outstanding, then the Buyer shall have the an option to "call" the Warrants (the "Warrant Call"“Call Option”) to purchase, at a price per share equal to the Per Share Price, such additional number of shares of Common Stock (the “Call Option Shares”) as are necessary for the previously issued Common Shares plus the Proman Co-Sale Shares plus the Call Option Shares to equal fifty-one percent (51%) of the Fully Diluted Shares Outstanding (as defined below), taking into account the issuance of the Call Option Shares. The Call Option shall be exercisable for a period of five (5) Business Days beginning on the eleventh (11th) Business Day following the Expiration Date. If the Buyer wishes to exercise the Call Option, the Buyer shall deliver to the Company, on or prior to 5:00 p.m., New York City time, on the fifteenth (15th) Business Day following the Expiration Date, a written, unconditional, and irrevocable notice (the “Call Exercise Notice”) exercising the Call Option. The closing of the purchase and sale of the Call Option Shares shall occur on the third (3rd) Business Day following the Company’s receipt of the Call Exercise Notice or on such other date mutually agreed to by the Buyer and the Company. At the closing of the purchase and sale of the Call Option Shares, the Buyer shall deliver to the Company the aggregate purchase price for the Call Option Shares, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and governed by the following: (a) The Company shall exercise deliver to the Warrant Call by giving to each Warrant Holder Buyer a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date copy of the registration statement described irrevocable instructions to the Company’s transfer agent instructing the transfer agent to issue the Call Option Shares in Section 10.1(iv) the form of book-entry restricted shares in the name of the Subscription Agreement Buyer and thereafterto deliver a statement to the Buyer reflecting the share amount and the restrictions on the shares. Unless the context otherwise requires, all references herein to the Common Shares shall be coterminous with read to include the exercise period Call Option Shares. As used in this Agreement, “Fully Diluted Shares Outstanding” means the aggregate number of shares of Common Stock outstanding, plus the Warrants for a maximum aggregate number of 50% shares of the Common Stock issuable upon the exercise or conversion of this Warrant (the "Warrant Shares")or otherwise pursuant to any and all options, providedwarrants, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, Common Stock, or contracts, commitments, understandings or arrangements by which the Company exercise the Warrant Call at is or may become bound to issue additional Common Stock or options, warrants, scrip, rights to subscribe to, calls or commitments of any time unless the Warrant Shares to be delivered upon exercise of the Warrantcharacter whatsoever relating to, will be upon deliveryor securities or rights convertible into, immediately resalableor exercisable or exchangeable for, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderCommon Stock, the Call Notices must be given to all Warrant Holders who receive Warrants similar in each case other than pursuant to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant Agreement or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodother Transaction Document.

Call Option. 2.1 The Company shall have Grantor irrevocably undertakes to execute the option to "call" the Warrants agreements attached as Schedule 1 (the "Warrant Call"“Transaction Documents”) (concurrently with their execution by the Beneficiary) (the “Call Option”), subject to the Beneficiary exercising the Call Option by sending to the Grantor, before the expiry of the Exercise Period, an exercise notice in the form attached as Schedule 2 (the “Exercise Notice”). The Exercise Notice shall indicate the date of execution of the Transaction Documents proposed by the Beneficiary, which shall be at the latest two (2) Business Days following the date of the Exercise Notice. For the avoidance of doubt, if the Beneficiary exercises the Call Option, the date of execution of the Purchase Agreement shall not affect the rights and obligations of the Parties as from the Reference Date (as defined in the Purchase Agreement). For the avoidance of doubt, any amendment to the Transaction Documents in comparison to the versions attached as Schedule 1 shall (x) not alter their substance, except for alterations or updates that are specifically permitted or contemplated by the Purchase Agreement prior to the Closing, or (y) as mutually agreed by the Parties. In no event shall one Party be obliged to accept any reduction of its rights following the implementation of a proposed change. None of the Parties shall be obliged to sign the Purchase Agreement or to complete the operations contemplated therein if any material part of the Purchase Agreement has not been finalized, remains in square brackets or is missing, and has not been agreed in good faith in accordance with the aforementioned conditions. It should also be noted that the Purchase Agreement includes a number of conditions precedent mentioned in particular in Article 7 of the Purchase Agreement (Conditions to Closing), which must be completed or waived in accordance with the terms of the Purchase Agreement prior to Closing. 2.2 The Beneficiary accepts the benefit of the Call Option solely as an option, without making any undertaking to exercise it, and governed by expressly reserves the following:right not to exercise it, subject to the provisions herein. (a) The Company shall Grantor acknowledges and declares that (i) its undertakings pursuant to the Call Option Agreement are definitive and irrevocable and cannot be withdrawn whether before or after the exercise of the Warrant Call Option by giving the Beneficiary and (ii) it has already given its definitive and irrevocable consent to each Warrant Holder a written notice the acquisition of call (the "Call Notice") during Purchased Assets, Purchased Shares and Assumed Liabilities of the period Business in which accordance with the Warrant Call may be exercisedterms and subject to the conditions set forth herein and in the Purchase Agreement. (b) The Company's right Notwithstanding anything herein to exercise the Warrant Call shall commence with contrary, (i) the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, Grantor shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date free to terminate the Call Notice Option Agreement without any indemnity or penalty of any nature whatsoever in case of occurrence of a Buyer Material Adverse Effect (as such term is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Purchase Agreement, for each trading day during ) between the thirty days prior to date hereof and the giving date of the Call Notice ("Lookback Period") is 200% execution of the Purchase Price Agreement, and (ii) the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period Beneficiary shall be equal free to 10% terminate the Call Option Agreement without any indemnity or penalty of any nature whatsoever in case of occurrence of a Material Adverse Effect (as such term is defined in the aggregate reported trading volume of Purchase Agreement) between the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights date hereof and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of execution of the Call Notice. If Purchase Agreement (the Warrant Holder fails to timely pay the funds required by the Warrant Calltermination described in this clause (ii), the Company may elect to cancel and this clause (ii) only, a corresponding amount of this Warrant“Beneficiary MAE Termination”). (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% up to one hundred percent (100%) of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement Registration Statement is effective at the date the Call Notice is given and through the period ending 14 fourteen (14) business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderHolder of this Warrant, the Call Notices Notice must be given to all Warrant Holders who receive hold Warrants similar to this Warrant (in terms of exercise price and otherwiseother principal terms) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant $50,000 aggregate Purchase Price provided the closing bid price of the Common Stock Stock, as reported by on the Principal Market (as defined in the Subscription Agreement) for the five (5) trading days prior to but not including the date of the Call Notice, for each trading day during the thirty five (5) trading days prior to the giving of the Call Notice is not less than one hundred and fifty percent ("Lookback Period"150%) is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period such period is not less than 100,000 forty thousand (40,000) Common Shares. Subject . (e) The Company may give a Call Notice in connection with up to an additional $50,000 of aggregate Purchase Price provided the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% closing bid price of the aggregate Common Stock, as reported for the Principal Market for the ten (10) trading days prior to but not including the date of the Call Notice for each trading day during such ten (10) trading days is not less than one hundred and fifty percent (150%) of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Periodsuch ten (10) trading days is not less than eighty thousand (80,000) Common Shares. (ef) Provided Call Notices have been given in connection with Sections 10(d) and 10(e), then the Company may give a Call Notice in connection with up to an additional $275,000 of aggregate Purchase Price provided the closing bid price of the Common Stock, as reported for the Principal Market for the ten (10) trading days prior to but not including the date of the Call Notice for each trading day during such ten (10) trading days is not less than two hundred and fifty percent (250%) of the Purchase Price and the average daily trading volume of the Common Stock during such ten (10) trading days is not less than eighty thousand (80,000) Common Shares. (g) Provided Call Notices have been given in connection with Sections 10(d), 10(e) and 10(f), then the Company may give a Call Notice in connection with up to an additional $100,000 of aggregate Purchase Price provided the closing bid price of the Common Stock, as reported for the Principal Market for the ten (10) trading days prior to but not including the date of the Call Notice for each trading day during such ten (10) trading days is not less than three hundred and twelve percent (312%) of the Purchase Price and the average daily trading volume of the Common Stock during such ten (10) trading days is not less than one hundred thousand (100,000) Common Shares. (h) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 fourteen (14) business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (fi) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject or an Event of Default as defined in the Note referred to cure and cured during in the stated cure periodSubscription Agreement.

Call Option. The Company shall 13.1 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CME ME shall, subject to the provisions of this Clause 13, have the option irrevocable and unconditional right to require the Top Tone Parties and Top Tone Holdings (each a "call" Called Party") to sell to CME ME at the Warrants Call Price (the "Warrant Call")) such portion of its Ownership Interests in Top Tone Media and in Zopal, as the case may be, provided that after the exercise of the Call, the Top Tone Parties shall retain an aggregate Ownership Interest of 6% in accordance with Top Tone Media and governed Top Tone Holdings shall retain an Ownership Interest of 6% in Zopal, as applicable. 13.2 Subject to Clause 15.3, the Call shall be exercisable at any time following the fifth anniversary of the date of this Agreement or at any time following the giving of a Put Notice otherwise than in respect of all of the Ownership Interests in Top Tone Media or Zopal, as applicable. 13.3 CME ME may only exercise the Call by giving a written exercise notice (a "Call Notice") to the followingCalled Party. The Call Notice shall: (a) The Company state that CME ME is exercising the Call; (b) request that the Called Party nominate an Investment Bank for purposes of the Valuation; and (c) state the anticipated time and place on which the Called Party shall exercise be obliged, subject to the Warrant completion of the Valuation, to sell its entire Ownership Interests in exchange of payment by CME ME of the Call by giving Price, which (subject to such terms and conditions) shall occur on a date falling not more than twenty (20) Business Days after the date on which such Valuation is completed (or, in each Warrant Holder a written notice of call case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the "Call NoticeClosing Date"). 13.4 Once given, a Call Notice shall be irrevocable. 13.5 Within twenty (20) during Business Days of receipt of a Call Notice (provided that no Objection Notice containing valid grounds for objection has been served), each of CME ME and the period Called Party shall appoint an Investment Bank (in each case as an expert and not an arbitrator) for the purposes of determining the Valuation. 13.6 CME ME and the Called Party shall instruct their respective Investment Banks to agree on common valuation parameters within fifteen (15) Business Days of appointment (which shall be limited to considerations of economic value only, on a "debt-free, cash-free" basis viewed as a passive investment without regard for any board or management positions or any share transfer restrictions). 13.7 CME ME and the Warrant Called Party shall use their commercially reasonable efforts to cause their respective Investment Banks to provide their valuations of the Ownership Interests within thirty (30) Business Days of agreeing the common valuation parameters. 13.8 In the event that a third Investment Bank is jointly appointed, CME ME and the Called Party shall use their commercially reasonable efforts to cause such Investment Bank to provide its valuation of the Ownership Interests within twenty (20) Business Days of its appointment based on the same valuation principles as referred to in Clause 13.6. 13.9 The consummation of the Call shall take place at such time and place as may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described specified in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) foregoing or otherwise agreed among the Parties. The Company may give a Call Notice in connection with up Called Party shall have no obligation to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior sell its Ownership Interest unless all conditions to the giving exercise of the Call Notice ("Lookback Period") is 200% of are satisfied and remain satisfied on the Purchase Price and Call Closing Date. CME ME shall pay the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum full amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails Price to timely pay the funds required such bank account as is nominated in writing for such purpose by the Warrant Call, the Company may elect to cancel a corresponding amount of this WarrantCalled Party. (f) 13.10 The Company may Parties agree that if they determine that the transfer and payment arrangements described herein are not exercise structured properly to optimize the right tax and accounting treatment to Call this Warrant the level intended by the Parties, they shall cooperate in good faith to agree on and implement an alternative structure or make any part appropriate changes to the existing structure. All such changes shall in all material respects result in maintaining the same balance of it after commercial and economic interests of the occurrence of a Non-Registration Event, Parties as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodexisted before making any such changes.

Call Option. The Company (i) In the event that a transaction constituting a Liquidation Event with respect to Holding Corp. is approved pursuant to the Voting Agreement, Holding Corp. shall have deliver to each of the option Médical Shareholders and Warrant Holders a written notice describing the basic terms of the proposed transaction (a “Notice of Liquidation Event”). Holding Corp. shall deliver the Notice of Liquidation Event to "call" each Médical Shareholder and Warrant Holder not less than 15 days prior to the Warrants (the "Warrant Call"), in accordance with and governed by the following:proposed closing of Liquidation Event. (aii) The Company In the event of an IPO, Holding Corp. shall exercise the Warrant Call by giving deliver to each of the Médical Shareholders and Warrant Holders a written notice describing the basic terms of the proposed transaction (a “Notice of IPO”). Holding Corp. shall deliver the Notice of IPO to each Médical Shareholder and Warrant Holder not less than five (5) days prior to the expected closing date of the IPO. (iii) In the event that a Warrant Holder exercises his or her Médical Warrant at any time following an IPO, Holding Corp. shall deliver to such Warrant Holder a written notice notifying the Warrant Holder of call Holding Corp.’s intention to exercise its Call Option as set forth in Section 2.03(c) (the "Call “Post-IPO Notice") during the period in which the Warrant Call may be exercised”). (biv) The Company's right In order to exercise the Warrant Call Option, Holding Corp. shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant give written notice (the "“Call Notice”) to such Médical Shareholder(s) and Warrant Shares")Holders as Holding Corp. deems appropriate. In the case of a Liquidation Event, provided, that the registration statement is effective at the date Holding Corp. shall deliver the Call Notice is given within ten (10) days following the delivery of a Notice of Liquidation Event to the Médical Shareholders and through the period ending 14 business days thereafterWarrant Holders. In no event may the Company exercise case of an IPO, the Notice of IPO shall constitute the Call Notice. In the case of a Warrant Holder exercising his or her Médical Warrant following an IPO, the Post-IPO Notice shall constitute the Call at any time unless Notice. Such Call Notice shall specify the Warrant Shares to date upon which the Call Option will be delivered upon exercise exercised (the “Call Closing Date”). Upon receipt of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up a Liquidation Event or IPO, each Médical Shareholder shall exchange such Médical Shareholder’s Shareholder Médical Stock for capital stock of Holding Corp. in such types and amounts as calculated pursuant to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving Section 2.02. Upon receipt of the Call Notice ("Lookback Period") is 200% in connection with a Liquidation Event, each Warrant Holder shall exercise his or her Médical Warrant for shares of the Purchase Price Médical’s Class A Stock, and the average daily trading volume of the Common Stock during the Lookback Period is immediately thereafter exchange all but not less than 100,000 Common Sharesall of such Class A Stock for capital stock of Holding Corp. in such types and amounts as calculated pursuant to Section 2.02. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date Upon receipt of the Call Notice. If the Notice in connection with a Warrant Holder’s exercise of his or her Médical Warrant following an IPO, such Warrant Holder fails shall exchange all but not less than all of the Class A Stock of Médical issued upon such exercise of the Médical Warrant for capital stock of Holding Corp. in such types and amounts as calculated pursuant to timely pay Section 2.02. Each Médical Shareholder or Warrant Holder, as applicable, shall deliver to Holding Corp. a certificate, executed by such Médical Shareholder or Warrant Holder, certifying that such Médical Shareholder or Warrant Holder owns all right, title or interest in and to the funds required by Shareholder Médical Stock or the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not Class A Stock issued upon exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration EventMédical Warrant, as defined in the Subscription Agreementapplicable, unless same were subject to cure be exchanged, free and cured during the stated cure periodclear of all mortgages, liens, loans, claims, security interests and other encumbrances and a covenant by such Médical Shareholder or Warrant Holder to indemnify Holding Corp. for any breach of such representation.

Call Option. The Company shall have 10.1. At any time or from time to time following the option close of the Offering, the Company, at its option, may, upon written notice to "call" the Registered Holder (the “Call Notice”), call up to one hundred percent (100%) of the Warrants held by such Holder if (i) the Common Stock underlying the Warrants (the "“Warrant Call"), in accordance Shares”) is registered pursuant to a registration statement filed with and governed declared effective by the following: Securities and Exchange Commission, and (aii) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid sale price of the Common Stock as reported on the NYSE-AMEX is at or above $6.00 per share for ten (10) consecutive trading days during which the average < 1 "" "8" 13 trading volume for such ten (10) day period is at least 40,000 shares. To be effective, the Call Notice must be given within fifteen (15) business days after the aforementioned ten (10) day period. The rights and privileges granted pursuant to this Warrant with respect to such Warrant Shares subject to the Call Notice terminate if this Warrant is not exercised by the Principal Market as defined Registered Holder in accordance with the Subscription Agreement, for each trading day during Call Notice within ten (10) business days after the thirty days prior Call Notice is received by such Holder (the “Call Exercise Period”). In the event that this Warrant is not exercised by the Registered Holder with respect to the giving Warrant Shares subject to the Call Notice within the Call Exercise Period, this Warrant shall automatically expire at 5:00 p.m. eastern time on the last day of the Call Notice ("Lookback Period") is 200% of the Purchase Price Exercise Period and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Company will remit to the other limitations set forth herein, Registered Holder ten cents ($.10) per Warrant Share and a new Warrant Certificate representing the maximum amount number of Warrant Shares for Shares, if any, with respect to which this Warrant has not been exercised or subject to a Call Notices may be given during any thirty day period shall be equal Notice upon such Holder tendering to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrantthe expired Warrant Certificate. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. (a) The Warrantholder irrevocably grants the Call Option to the Company on the terms set forth in this Warrant. The Call Option may be exercised by the Company at its sole discretion in relation to this Warrant (i) upon a Change of Control Event, at any time from 15 (fifteen) Business Days prior to (but conditional on completion thereof) until 15 (fifteen) Business Days after the Change of Control Event, (ii) in the case of a Qualifying Tender Offer, no less than 15 (fifteen) Business Days prior the completion of a Qualifying Tender Offer (and conditional on completion thereof), or (iii) in the case of a Transformational Transaction, at any time from 15 (fifteen) Business Days prior to (but conditional on completion thereof) until 15 (fifteen) Business Days after the Transformational Transaction. In the event that a Material Press Release has been made public by the Company, the Call Option may not be exercised by the Company until at least 5 (five) Business Days following the date of such Material Press Release. (b) The Company may exercise the Call Option by serving upon the Warrantholder a draft Company Call Option Notice, which upon being served is irrevocable except with the consent of the Warrantholder. The Company shall specify the aggregate Call Option Price in the draft Company Call Option Notice. (c) The Warrantholder shall have the Call Option Objection Period to agree or dispute the Company’s calculation of the aggregate Call Option Price. If, by the end of the Call Option Objection Period: (i) the Warrantholder has not delivered a notice in writing to the Company disputing the aggregate Call Option Price, the Warrantholder shall be deemed to have agreed the aggregate Call Option Price specified in the draft Company Call Option Notice, and the draft Company Call Option Notice shall automatically become final and binding on the Company and the Warrantholder; or (ii) to the extent that the Warrantholder has delivered a notice in writing to the Company disputing the aggregate Call Option Price, either or both of the Warrantholder and the Company shall refer the matter to the Expert for determination in accordance with Exhibit D. (d) Within five (5) Business Days of the Expert’s decision, the Company must deliver to the Warrantholder a revised Company Call Option Notice (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert, provided that the Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may withdraw the Company exercise Call Option Notice and cancel the Warrant Call at any time unless the Warrant Shares to be delivered upon proposed exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on Call Option if the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the aggregate Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") Option Price is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less greater than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10110% of the aggregate reported trading volume estimated Call Option Price included in the Company Call Option Notice. The revised Company Call Option Notice will supersede the initial draft Company Call Option Notice and will be final and binding on the Parties from the date of its delivery to the Common Stock during Warrantholder provided that it reflects the Lookback Periodchanges that have been determined by the Expert. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days Within twenty (20) Business Days of the date of the Company Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant CallOption Notice becoming final and binding in accordance with this Section 5, the Company may elect to cancel a corresponding amount must pay the aggregate Call Option Price in respect of the relevant portion of this Warrant. (f) The Warrant in cash by electronic transfer of funds for same day value to such bank account as the Warrantholder has specified to the Company may not exercise in advance in writing, whereupon the right to Call relevant portion of this Warrant or any part will be cancelled and of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure no further force and cured during the stated cure periodeffect.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) Blaze hereby grants to Wastech the right and option to purchase the Subsidiary Stock (the “Call Option”) for the Exercise Price (as hereinafter defined). The Company shall exercise the Warrant Call Option may only be exercised by giving to each Warrant Holder Wastech delivering a written notice of call exercise of the Call Option to Blaze at its executive offices, located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxxx 00000, or such other place as the Purchaser may designate by written notice to the Seller, together with the Exercise Price, duly endorsed by the Seller. The Call Option granted hereunder may only be exercised in whole. Except as set forth in Section 7.1(b), the Call Option may be exercised at any time, and for any reason in its sole discretion, prior to the second anniversary (24 months) from the Closing Date herein (the "Call Notice") during the period in which the Warrant Call may be exercised“Exercise Term”). (b) The Company's right Call Option shall automatically terminate when all of the following conditions are true: (i) if Blaze’s common stock is trading on the OTCQX over the counter market system, with a daily closing price (the “Market Value”) is equal to exercise or above Fifty Cents ($0.50) per share for a period of Ninety (90) consecutive days prior to the Warrant Call expiration of the Exercise Term; provided, that, during the said Exercise Term, Wastech and Blaze, refrain from, and shall commence cause respective officers and directors to refrain from, engaging in market transactions in the sale or purchase of Blaze’s common stock, which, in and of themselves, cause the Market Value of Blaze’s common stock to equal, exceed or be less than (as the case may be) Fifty Cents ($0.50) per share for purposes of invoking or avoiding (as the case may be) the provision set forth in this Section 7.1(b); (ii) Blaze has filed a Form 10 registration statement with the actual effective date of the registration statement described in Securities and Exchange Commission to register its common stock pursuant to Section 10.1(iv12(g) of the Subscription Agreement Securities and thereafterExchange Act, shall be coterminous with and such registration statement has become effective and all comments resolved to the exercise period satisfaction of the Warrants for a maximum of 50% Securities and Exchange Commission; (iii) Blaze is current in its reporting requirements under Sections 13 or 15 of the Common Stock issuable upon the exercise of this Warrant Securities Exchange Act; and (the "Warrant Shares"), provided, that the registration statement iv) Blaze’s common stock is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable then trading on the transfer books of OTCQX over the Companycounter market system. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise For purposes of this Warrant provided Section 7.1 the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.term “

Call Option. The (a) In the event that, on or after the fifth anniversary of the Closing, a proposed action of the Company or any Subsidiary that is subject to Section 2(b) is submitted to the Board for consideration and such action is both supported by the Hitachi Directors and rejected by the Clarity director at two consecutive regularly scheduled Board meetings and, as a result, the Board has affirmatively rejected the proposed action, then the Company shall have the option right to "call" purchase all (but not less than all) of the Warrants Stockholder Shares held by the Clarity Parties by delivering written notice to the Clarity Parties within 60 days of the date of such final rejection (the "Warrant Call"“Call Date”); provided, in accordance with and governed by however, Hitachi shall not be entitled to exercise this right if such rejected action required any Clarity Party to extend capital to, or otherwise incur liabilities (contingent or otherwise) on behalf or for the following: (a) The benefit of the Company shall exercise or any of its Subsidiaries, or to grant any liens on any of the Warrant Call by giving to each Warrant Holder a written notice property of call (the "Call Notice") during the period in which the Warrant Call may be exercisedany Clarity Party. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date Upon delivery of the registration statement described notice specified in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant subsection (the "Warrant Shares"a), provided, that the registration statement is effective at Company and the date Clarity Parties shall promptly determine the Call Notice is given Price hereunder, and through within 60 days after the period ending 14 business days thereafter. In no event may Call Price has been determined, the Company exercise shall purchase and each Clarity Party shall sell such Clarity Party’s Stockholder Shares for an amount equal to the Warrant Call Price of such Stockholder Shares (in immediately available US funds) and the closing of such sale shall take place at any a mutually agreeable time unless and place. At the Warrant time of sale, each Clarity Party shall deliver to the Company duly executed instruments transferring title to such Clarity Party’s Stockholder Shares free and clear of all liens and encumbrances, against payment therefor by certified check payable to be delivered upon exercise such Clarity Party or by wire transfer of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon available funds to an account designated by such resale freely transferable on the transfer books of the CompanyClarity Party. (c) Unless otherwise agreed to by As used in this Section 10 the Warrant Holder, the term “Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum Price” shall mean an amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10105% of the aggregate reported trading volume Fair Market Value of the Common Stock during the Lookback Period. (e) The respective Warrant Holders Stockholder Shares to be purchased pursuant to this Section 10, which shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date be determined as of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this WarrantDate. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have Buyer hereby grants to the option Seller a right to "call" buy the Warrants Shares from the Buyer at a price (the "Warrant Call"“Option Price”) equal to the Purchase Price (the “Call Option”), in accordance with and governed by effect reversing the followingTransaction agreed under this Agreement as of the Call Option Date (as defined below), for a period of 90 days from the Closing Date (the “Exercise Period”), provided that: (ai) The Company shall exercise the Warrant Call Option is exercised and notified in writing to the Buyer before the expiry of the Exercise Period, accompanied by giving deposit of the full Option Price by the Seller; (ii) the approval of the Creditor Parties is received no later than 15 days from the date on which the Call Option is notified to each Warrant Holder a written notice the Buyer; (iii) all documents required by the Creditor Parties in order to reinstate, as of call the Call Option Date, the terms and conditions of the Loan Facility to those existing before the Closing Date (the "“Facility Reinstatement”) are duly executed and delivered to the Creditor Parties within 15 days from the approval of the Creditor Parties (the “Call Notice"Option Date”) during referred to in paragraph (ii) above (including, without limitation, a guarantee duly executed by the period Seller in which favour of the Warrant Call may be exercised.Security Trustee of the obligations of the Borrowers under the Loan Agreement and the Master Agreements and a shares security deed in relation to the Shares duly executed by the Seller in favour of the Security Trustee); (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwiseiv) on or about the same issue date as this Warrant in proportion prior to the amounts of Common Stock which can be purchased Call Option Date, the Buyer is reimbursed by the respective Warrant Holders in accordance with Seller for all payments and/or repayments made by the respective Warrant held by each.Buyer under the Loan Agreement (including but not limited to any principal and accrued interest) from the date of this Agreement until the Call Option Date; and (dv) The Company may give a on or prior to the Call Notice Option Date, the Buyer, the Owner and the Creditor Parties are reimbursed by the Seller for all costs and expenses (including but not limited to legal fees, advisory costs and opinions costs) incurred in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price Transaction and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodFacility Reinstatement. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Each Management Stockholder agrees that the Company shall and the Blackstone Encore Stockholders, collectively, will each have a call right (the “Call Option”), solely for cash consideration, on his or her Shares, including but not limited to any Shares acquired by such Management Stockholder upon the exercise of stock options after the termination of such Management Stockholder’s employment (the “Callable Shares”). Upon the termination of a Management Stockholder’s employment with the Company or any of its Subsidiaries for any reason including, without limitation, the voluntary termination or resignation, dismissal, involuntary termination, death, retirement or Disability of such Management Stockholder (or, with respect to Shares acquired upon the exercise of options following such termination of such Management Stockholder’s employment, upon the exercise by a Management Stockholder of such options following such termination) (each, a “Call Event”), the Company may exercise the Warrant Call Option by written notice (a “Call Option Notice”) delivered to the Management Stockholder and any applicable Permitted Transferees (a “Call Option Management Stockholder”) within one year after such Call Event (the “Exercise Date”). Upon the giving of a Call Option Notice, the Company will be obligated to purchase and the Call Option Management Stockholder will be obligated to sell all or any lesser portion indicated in the Call Option Notice of the Callable Shares owned at the time of the Call Event by the Call Option Management Stockholder for the consideration calculated as set forth below. If the Company fails to exercise the Call Option, then any Blackstone Encore Stockholder may exercise the Call Option on behalf of any and all Blackstone Encore Stockholders within thirty (30) days after the expiration of the aforesaid one-year period by giving to each Warrant Holder a written notice to the Call Option Management Stockholder that it is exercising the Call Option. Upon the giving of call such notice, the applicable Blackstone Encore Stockholder will be obligated to purchase and the Call Option Management Stockholder will be obligated to sell all or any lesser portion indicated in the aforesaid notice of the Callable Shares owned at the time of the Call Event by the Call Option Management Stockholder for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, the applicable Blackstone Encore Stockholder shall not have any right to purchase any Callable Shares prior to the first day following the six-month anniversary of their acquisition by a Management Stockholder. (i) In the "case of termination of employment of such Call Notice"Option Management Stockholder for Cause or a voluntary termination of employment of such Call Option Management Stockholder that is not a Good Termination, the consideration will be the lesser of (A) during the period purchase price of such Callable Shares paid by the Call Option Management Stockholder provided, however, that in which the Warrant case of any Callable Shares acquired by the Call Option Management Stockholder, pursuant to a Rollover Option, the price paid therefor shall be deemed to be the price paid by the applicable Blackstone Encore Stockholder for each share of Common Stock purchased by it in connection with the Merger, or, if such Shares were granted to such Call Option Management Stockholder in exchange for services, the fair market value of such services at the time of grant, and (B) Fair Market Value of such Callable Shares on the Exercise Date or the Sponsor Exercise Date, as the case may be. (ii) In the case of any other termination of such Call Option Management Stockholder (including dismissal, death, retirement or Disability) or in the case of a Good Termination of such Management Stockholder, the consideration will be exercisedFair Market Value of such Callable Shares on the Exercise Date or the Sponsor Exercise Date, as the case may be. (b) The Company's right closing for all purchases and sales of Callable Shares pursuant to exercise this Section 7 will be at the Warrant Call shall commence with the actual effective date principal executive offices of the registration statement described Company within thirty (30) days after the Exercise Date or the Sponsor Exercise Date, as the case may be. The purchase price for the Callable Shares will be paid in Section 10.1(iv) cash, by cashier’s check or by wire transfer of funds. The Call Option Management Stockholder will cause the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Callable Shares to be delivered upon exercise to the Company or the Sponsor, as the case may be, at the closing free and clear of all liens, claims, charges or encumbrances of any kind, other than those which continue to apply pursuant to the Warrantterms of this Agreement. The Call Option Management Stockholder will take all such actions as the Company or the Sponsor, will be upon deliveryas the case may be, immediately resalablereasonably requests to vest in the Company or the Sponsor, without restrictive legend and upon such resale freely transferable on respectively, title to the transfer books Callable Shares free of any lien, claim, charge, restriction or encumbrance incurred by or through the CompanyCall Option Management Stockholder. (c) Unless otherwise agreed The rights set forth in this Section 7 shall terminate upon the earlier to by occur of (i) the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant Lapse Date or (in terms of exercise price and otherwiseii) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days immediately prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence closing of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodQualified Public Offering.

Call Option. The Company shall have TIC hereby grants Tower the option to "call" the Warrants right (the "Warrant CallCALL OPTION"), during the period commencing on the later of: (i) the consummation of an Investment (as defined below); and (ii) the Effective Date and ending on the date on which the Reserve Period ends, to purchase all and not part of the Purchased Assets, in accordance with and governed by consideration for the following: (a) The Company shall Purchase Price. Tower may exercise the Warrant Call Option by giving to each Warrant Holder delivering a written notice of call to TIC (the "CALL NOTICE"), and upon receipt, TIC shall be obligated to sell to Tower the Purchased Assets and Tower shall pay the Purchase Price within fifteen (15) days of receipt of the Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective , or such later date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares")as directed by TIC, provided, that the registration statement is effective at such payment shall be made no later than the date of the Call Notice is given and through consummation of the period ending 14 business days thereafterInvestment. In no the event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% suc h payment of the Purchase Price and has not been made within [***] after the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject Call Notice was delivered to the other limitations set forth hereinTIC for any reason, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call NoticeOption shall be voided and for the avoidance of doubt, Tower shall not have any further right to exercise any Call Option hereunder. If For the Warrant Holder fails avoidance of doubt, TIC is not required to timely pay sell or transfer the funds Purchased Assets or transfer title thereto to Tower, unless it has received the Purchase Price in full. For purposes of this Agreement, an "INVESTMENT" shall mean an investment or investments in Tower by one or more investors after the date hereof in exchange for securities of Tower and/or proceeds which were paid to Tower on account of the future issuance of securities, including debt securities and/or including payments on account of wafer prepayments, which result in gross proceeds to Tower in an aggregate amount equal to or greater than one hundred million US dollars ($100,000,000), subject to such Investment obtaining such approvals as may be required by law. For the Warrant Callavoidance of doubt, the Company Parties hereto may elect jointly agree, that any or all amounts paid by TIC under this Agreement shall constitute an Investment, provided that nothing herein shall require TIC to cancel a corresponding amount of this Warrantso agree. [***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum the amount of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares")) set forth in Section 11(d) hereof, provided, that the aforedescribed registration statement is effective at the date the Call Notice is given and through the period ending 14 30 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will pursuant to the federal securities laws be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can may be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50100% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by on the Principal Market (as defined in the Subscription Agreement, Agreement for each of the twenty consecutive trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price $8.00 or more and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 90,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate designated Warrant Shares and pay for same in the manner described in Section 2.2 hereof within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay in the funds required by the Warrant Callmanner described in Section 2.2 hereof, the Company may elect to cancel a corresponding amount of this Warrantthe Warrant shall expire. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, or an Event of Default as defined in the Note referred to in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

Call Option. 11.1 The Company shall have the option right to "call" require each holder of outstanding shares of Series SRN Preferred Stock to sell to the Warrants Company all (but not less than all) of its shares of Series SRN Preferred Stock (the "Warrant Call")“Call Option”) at any time after such holder of Series SRN Preferred Stock breaches any of its material obligations under the Financing Agreements (as defined in the Purchase Agreement) or under the Company Charter (including, for example, failing to assign ownership of any inventions made within the Project Company to the Company or failing to convert its shares of Series SRN Preferred Stock in accordance with the Company Charter), which breach remains uncured for a period of thirty (30) days after such breach and governed by provided, however, that the following: (a) Company is not then itself in breach of its obligations under the applicable Financing Agreement(s). The Company shall exercise have the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call Option at any time unless within two (2) months of such breach (provided that such two (2) month period shall commence on the Warrant Shares date of delivery of written notice of such breach) with respect to be delivered upon exercise all of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books shares of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Series SRN Preferred Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% such holder as of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days immediately prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days such breach or as of the date of the Call NoticeExercise Notice (whichever is greater), at a per share purchase price of $4.50 (as adjusted for all stock splits, dividends, combinations, recapitalizations and the like affecting the Series SRN Preferred Stock) (the “Exercise Price”). If For the Warrant Holder fails to timely pay the funds required by the Warrant Callavoidance of doubt, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may shall not exercise have the right to exercise its Call this Warrant Option with respect to a holder of Series SRN Preferred Stock that is not in breach of any of its material obligations under any of the Financing Agreements or any part of it after the occurrence Company Charter. 11.2 [Intentionally Omitted]. 11.3 The Call Option shall be exercisable by the Company only by delivery of a Non-Registration Eventwritten exercise notice stating the Exercise Price (the “Exercise Notice”) to the holders of the Series SRN Preferred Stock. Upon delivery of an Exercise Notice, as defined the holders of the Series SRN Preferred Stock shall be obligated to sell all but not less than all of their shares of Series SRN Preferred Stock (and to promptly deliver any certificates representing the same, duly endorsed or accompanied by an executed stock power) to the Company, and the Company shall be obligated to purchase such shares from the holders of the Series SRN Preferred Stock, in the Subscription Agreementmanner and at the Exercise Price. On a date (the “Settlement Date”) that is within ten (10) business days after receipt of an Exercise Notice, unless same were subject the Company shall pay to cure and cured during the stated cure periodrelevant holder the Exercise Price. Such payment may be effected in cash or by certified or official bank check or wire transfer to an account designated by the holders of the Series SRN Preferred Stock in writing.