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 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 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 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. (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 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. 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 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 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 shall have the 2.1. Mosaic hereby irrevocably grants to Purchaser a call option to "call" acquire the Warrants Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein with due observance of the provisions set forth in Section 17.1 (the "Warrant Call"“Call Option”), in accordance with and governed by the following:. (a) The Company 2.2. Purchaser shall be entitled to exercise the Warrant Call by giving to each Warrant Holder Option at any time between the Initial Exercise Date and the Final Exercise Date, upon delivery of a written notice to Mosaic by Purchaser of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right its decision to exercise the Warrant Call Option and acquire the Equity Holdings for the Purchase Price (as defined in Section 4) (the “Call Option Notice”). 2.3. In the Reorganization Completion Notice Mosaic shall commence include the information to Purchaser of the bank account(s) to which the Purchase Price shall be transferred, provided, however, that payment of the Purchase Price to Mosaic shall occur concurrently with the actual effective date transfer of the registration statement described in Section 10.1(iv) Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Subscription Agreement and thereafterClosing Equity Holdings on the Closing Date. 2.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Call Option Notice by Purchaser, then Mosaic shall be coterminous with liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the exercise period amount of the Warrants US$250,000.00 per day, for a maximum of 50% fifteen (15) days, which total amount shall therefore be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer 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 Closing Equity Holdings and/or fail 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 to Mosaic or to any of its permitted assigns within the average daily trading volume of above mentioned 5-Business Day period, then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in 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 US$250,000.00 per day, for a maximum of fifteen (15) days, which Call Notices may total amount shall therefore be given during any thirty day period shall be equal limited to 10% of the aggregate reported trading volume of the Common Stock during the Lookback PeriodUS$3,750,000.00. (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 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 (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 (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. 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 ▇▇▇▇▇▇▇▇ 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) ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ 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 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 Holder hereby grants to the Company shall have the option to "call" the Warrants (the "Warrant Call"“Call Option”), in accordance with and governed but not the obligation, to purchase this Warrant (the “Call Securities”) pursuant to this Section 3.5.3. The Call Option may be exercised by the following: Company, in the Company’s sole and absolute discretion, following the Company’s Common Stock closing at or above $18.00 per share for twenty (a20) The consecutive Trading Days (the “Call Trigger”). Beginning on the date immediately preceding the Call Trigger and ending on the date that is thirty (30) calendar days thereafter, 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 fifteen (15) nor more than thirty (30) days after the date of the registration statement described in Section 10.1(ivinitial Call Notice) on which the Company will purchase all of the Subscription Agreement and thereafter, shall be coterminous with the exercise period Call Securities of the Warrants for Holder. Even after receipt of a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares")Call Notice, 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 until the Warrant Shares to be delivered upon Call Closing Date, the Holder may exercise any portion of the this 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 whole 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 Sharespart. 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) $0.001 (the “Call Amount”). On the Call Closing Date, the Company shall be equal pay the Call Amount to 10% of the aggregate reported trading volume of Holder, in cash by wire transfer to an account in a bank located in the Common Stock during United States designated by the Lookback Period. (e) The respective Warrant Holders Holder. On the 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 Warrant. (f) The the Call Amount, and the Company may not exercise the right is in no way obligated to Call purchase this Warrant or any part of it after upon the occurrence event of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCall Trigger.

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 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. 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. 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. 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 (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 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 Liberty Member will provide the Warrant Call Fox Member prompt notice of the occurrence of any Trigger Date. Any time after the occurrence of a Trigger Date, the Fox Member will have the right, exercisable by giving to each Warrant Holder a written notice of call to such effect (the "Call Exercise Notice"), to require the Liberty Group to sell all of its Interests (the "Optioned Assets") during to the period Fox Group for a cash purchase price equal to 50 percent of the Liberty Group's aggregate net equity investment in the Company, the Business Companies, and the Financing LLC. For these purposes, the Liberty Group's aggregate net equity investment in the Company, the Business Companies, and the Financing LLC will equal the aggregate capital contributions made by the Liberty Group to the Company, the Business Companies, and the Financing LLC less aggregate distributions therefrom received by the Liberty Group as of the Trigger Date. The Liberty Debt will be cancelled at or prior to any closing contemplated pursuant to this Section 2.3, and the principal amount of the Liberty Debt and any accrued interest thereon which is canceled pursuant to this sentence will be treated as an additional capital contribution for purposes of calculating the Warrant Call may be exercisedLiberty Group's aggregate net equity investment in the Company, the Business Companies, and the Financing LLC. (b) The Company's right closing of any purchase pursuant to exercise this Section will be held at the Warrant Call shall commence with the actual effective date principal office of the registration statement described in Section 10.1(ivCompany at 11:00 a.m. (local time) 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 on the date the Call Notice that 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 10 Business Days after the date of the Call Exercise Notice, or if later, five Business Days after the parties obtain all required consents from governmental authorities or other third parties (each a "material consent"), the failure of which to obtain reasonably could be expected to result in (i) material liability to either Member Group if the purchase were to take place or (ii) the Fox Member being deprived of all or a material part of the benefits incident to the Optioned Assets. If a purchase pursuant to this Section 2.3 requires filings under the Warrant Holder fails ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, the requirement for obtaining a consent for purposes of this Section will be deemed satisfied if the applicable waiting period under that Act has expired or has been terminated without the receipt of a notice of objection or the commencement or threat of litigation by a government entity to timely pay restrain the funds consummation of the purchase of the Optioned Assets. If any material consent cannot be obtained within six months after the date of the Call Exercise Notice, the parties will use their reasonable best efforts to agree on a method by which the Fox Member can be afforded the economic equivalent of the desired transfer. If within 12 months after the Call Exercise Notice all material consents have not been obtained and the parties have not agreed on such a method, at the election of the Fox Member, the Liberty Member will be liable to the Fox Member for an amount equal to the excess of the Fair Market Value of the Optioned Assets over the purchase price that would have been paid for the Optioned Assets pursuant to this Section 2.3 if such purchase had been completed. In the event the required consents are obtained, at the closing, the Fox Member will cause the purchase price to be wire transferred to the account designated by the Warrant CallLiberty Member, and the Company Liberty Group will transfer the Optioned Assets to the Fox Member, free and clear of all liens, claims and encumbrances (other than any securing financing obtained by the purchaser or the Company) and will deliver such bills of sale, assignments and other agreements and instruments to the Fox Member and will take all such other reasonable actions as the Fox Member may elect to cancel a corresponding amount of this Warrantrequest. (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 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. 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 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 Company shall have Notwithstanding anything herein to the option contrary, the Company, at its option, may call up to "call" one hundred percent (100%) of this Warrant by providing the Warrants Holder written notice pursuant to Section 14(a) (the "Warrant Call")“Call Notice”) if the Per Share Market Value of the Ordinary Shares is equal to or greater than $10.00 (as may be adjusted for any stock splits or combinations of the Ordinary Shares) for a period of third (30) consecutive Trading Days, in accordance with and governed by provided, further, that a registration statement under the following: (a) The Company shall exercise Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call by giving Notice until the date which is the later of (A) the date the Holder exercises the Warrant pursuant to each Warrant the Call Notice and (B) the 10th Trading Day after the Holder a written notice of call receives the Call Notice (the "“Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice"Notice (the “Called Warrant Shares”) during shall expire on the period in which Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant Call may be exercised. (b) The Company's right is not exercised with respect to exercise the Called Warrant Call Shares, the Issuer shall commence with remit to 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 Holder of this Warrant (1) $0.01 per Called Warrant Share and (2) a new Warrant representing the "number of shares of Warrant Shares"), providedif any, that the registration statement is effective at the date which shall not have been subject to the Call Notice is given and through upon 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 Holder tendering to the amounts of Common Stock which can be purchased by Issuer the respective applicable Warrant Holders in accordance with the respective Warrant held by eachcertificate. (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 Holder hereby grants to the Company shall have the option to "call" the Warrants (the "Warrant Call"“Call Option”), in accordance with and governed but not the obligation, to purchase this Warrant (the “Call Securities”) pursuant to this Section 3(g). The Call Option may be exercised by the following: Company, in the Company’s sole and absolute discretion, following the Company’s Common Stock closing at or above $3.00 per share for twenty (a20) The consecutive Trading Days (the “Call Trigger”). Beginning on the date immediately preceding the Call Trigger and ending on the date that is thirty (30) calendar days thereafter, 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 fifteen (15) nor more than thirty (30) 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) $0.001 (the “Call Amount”). On the Call Closing Date, the Company shall be equal pay the Call Amount to 10% of the aggregate reported trading volume of Holder, in cash by wire transfer to an account in a bank located in the Common Stock during United States designated by the Lookback Period. (e) The respective Warrant Holders Holder. On the 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 Warrant. (f) The the Call Amount, and the Company may not exercise the right is in no way obligated to Call purchase this Warrant or any part of it after upon the occurrence event of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCall Trigger.

Call Option. The Company shall have On any date during the option to "call" period beginning twelve (12) months after the Warrants Initial Closing Date and ending 90 days thereafter (the "Warrant CallOption Period"), if the Stated Value (as defined in accordance the Certificate) of the Preferred Stock then outstanding held by a Subscriber (the "Outstanding Stated Value") is $1,000,000 less than the Stated Value of the Initial Shares purchased by such Subscriber on the Initial Closing Date, such Subscriber may exercise an option (a "Call Option"), without the consent of the Company, to obligate the Company to issue and sell to such Subscriber Call Shares 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 Stated Value (the "Call NoticePreferred Stated Value") up to such Subscriber's Pro Rata Percentage of $12,500,000 minus the Outstanding Stated Value of such Subscriber's shares of Preferred Stock; provided, however, the Call Preferred Stated Value of the Call Shares subject to any Call Option shall not be less than $1,000,000 or more than the applicable Subscriber's Pro Rata Percentage of $6,000,000. As used herein, a "Subscriber's Pro Rata Percentage" shall equal the percentage obtained by dividing the number of Initial Shares purchased by such Subscriber by 12,500. Each Subscriber shall only be entitled to exercise its Call Option on one occasion. If a Subscriber does not exercise its Call Option during the period in which Option Period, the Warrant Subscriber's Call may be exercised. (b) The Company's right to exercise Option shall expire at the Warrant Call shall commence with the actual effective date end of the registration statement described in Section 10.1(iv) Option Period. The purchase price per Call Share shall be $1,000 and the Conversion Price of the Subscription Agreement and thereafter, Call Shares shall be coterminous with the exercise period identical to that of the Warrants for a maximum of 50% Initial Shares. The closing of the Common Stock issuable upon purchase of each Call Option (each, a "Subsequent Closing") shall occur two (2) business days following the exercise receipt by the Company of this Warrant written notice by a Subscriber that the Subscriber's Call Option has been exercised (the each, a "Warrant SharesSubsequent Closing Date"), providedand in the same manner as the Initial Closing. At each Subsequent Closing, 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 shall deliver to the Warrant applicable Subscriber, subject to the terms and conditions herein, such Subscriber's 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 (Shares. Each Subsequent Closing shall take place in terms of exercise price and otherwise) on or about the same issue date manner as this Warrant in proportion to the amounts of Common Stock which can be purchased by Initial Closing; provided that (a) the respective Warrant Holders in accordance with purchase price (and, if the respective Warrant held by each. Subsequent Closing Date is not the Subsequent Issuance Date (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 AgreementCertificate), for each trading day during the thirty days prior an amount equal 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 accumulated dividends since the aggregate reported trading volume of Subsequent Issuance Date or, if later, since the Common Stock during the Lookback Period. last Dividend Payment Date (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 AgreementCertificate)) has been delivered by the Subscriber to the Company or as otherwise agreed between the parties (in immediately available funds via a wire transfer pursuant to instructions previously delivered for such purpose), unless same were subject (b) the applicable Call Shares shall have been issued and delivered by the Company to cure the applicable Subscriber or as otherwise agreed between the parties and cured during (c) all other conditions precedent to the stated cure periodobligations of the applicable Subscriber and the Company to each Subsequent Closing set forth herein shall have been satisfied or waived in writing. The Initial Closing and each Subsequent Closing are hereinafter sometimes referred to as a "Closing." The Initial Closing Date and each Subsequent Closing Date are hereinafter sometimes referred to as a "Closing Date."

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 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, at any time 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“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 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 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 (a) At any time that: (i) the closing sale price of the Common Stock shall equal or exceed 200% of the then existing Warrant Exercise Price for any period of thirty (30) consecutive Trading Days, and (ii) the Warrant Shares shall have been registered pursuant to a then effective Registration Statement during such thirty (30) Trading Day period, the Company shall have the option right, upon twenty (20) Business Days written notice (the “Call Notice”) to "call" the Holders, to call all of the outstanding Warrants in the Series for cancellation in whole. Unless on or prior to the expiration of such twenty (20) Business Day period, a Holder exercises its right to purchase any of the Warrant Shares covered by the Warrant pursuant to the terms of this Warrant, such Holder shall forfeit its right to do so, and the Warrants (not so exercised shall automatically expire without any consideration to the "Warrant Call"), in accordance with and governed Holder or any further action by the following: Holder or the Company and the Warrants shall be canceled on the books and records of the Company. The Call Notice shall set forth, among other items, the relevant thirty (a30) The Company shall exercise Trading Day period described in Section 6(a)(i) and the Warrant Call by giving number of Warrants subject to each Warrant Holder a written notice of the call (the "Call Notice") during the period provision in which the Warrant Call may be exercisedthis Section 6, as described in Section 6(a). (b) The Company's right Notwithstanding anything to exercise the Warrant Call contrary, the Company shall commence with the actual effective date be entitled to call a number of Warrants of the registration statement described Series for cancellation which shall not exceed the product obtained by multiplying, (x) the average trading volume on a daily basis during the relevant thirty (30) consecutive Trading Day period set forth in Section 10.1(ivthe Call Notice, by (y) of the Subscription Agreement and thereafter0.15, 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, provided that the registration statement is effective at the date the Call Notice is shall be given and through within ten (10) Business Days following 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 last day of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on relevant thirty (30) Trading Day period set forth in the transfer books of the CompanyCall Notice. (c) Unless otherwise agreed Notwithstanding anything to by the Warrant Holdercontrary, during any consecutive thirty (30) day period, the Call Notices must Company shall not be given entitled to all Warrant Holders who receive call a number of Warrants similar to this Warrant (of the Series for cancellation in terms excess 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 maximum number of outstanding Warrants 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 Series at any given time 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 term 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 Company shall have 1. RMRF hereby grants to Optionee the option to "call" the Warrants (the "Warrant Call")“Unit Call Option”) to purchase all, but not less than all, of the limited partnership units owned by RMRF in RLP on the terms and conditions set out herein. 2. In addition to the foregoing, RLP grants to Optionee the option (the “Basic Royalty Call Option”) to purchase all, but not less than all, of RLP’s right to receive the Basic Royalty, in the event that, at, or at any time subsequent to the exercise by the Optionee of the Unit Call Option, RLP has any liabilities accrued contingent or otherwise, other than ordinary course liabilities in excess of $25,000, as indicated, or as should have been indicated in accordance with generally accepted accounting principles, in the financial statements of RLP or otherwise. If Optionee exercises the Basic Royalty Call Option, then it shall be deemed to have exercised it in lieu of the Unit Call Option and governed neither Optionee nor RMRF shall be obligated to complete the Unit Call Option. 3. Optionee may exercise the Unit Call Option at any time on or after the earlier of October 1, 2014 or on the occurrence of any of the following events, provided that a Put Option has not otherwise been properly exercised by RLP pursuant to, and in compliance with, the followingRoyalty Agreement: (a) The Company shall the Payout Amount at the end of a Royalty Period (as set forth in a Payout Notice delivered to Resource Company) is less than 15% of the Royalty Purchase Price; b) Alberta Trust breaches its payment obligation under section 8(a)(i) of the pledge, priorities and direction agreement dated as of the date hereof among inter alia Alberta Trust, Resource Company, RMRF and RLP, and such breach remains unremedied for ten (10) Business Days; c) either Alberta Trust or Wilshire Financial Services Inc. exercises its respective put or call rights pursuant to the investor loan put/call agreement dated as of the 15th day of June, 2004 and amended September 29, 2004; or d) Optionee has received an Option Period Notice from RMRF provided that the Unit Call Option may only be exercised in these circumstances for a period of 20 days after receipt of such notice. 4. Optionee may exercise the Warrant Unit Call Option or the Basic Royalty Call Option by giving to each Warrant Holder a providing written notice of call such exercise (the "“Call Notice"”) during to RMRF and RLP, which Call Notice shall state the period in Business Day on which Optionee will complete the Warrant purchase (the “Call may be exercised. (b) Completion Date”). 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, Completion Date 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 15 days of or not more than 60 days following the date of the Call Notice. If Notwithstanding the Warrant Holder fails to timely pay foregoing, in the funds required by event that Optionee exercises the Warrant CallCall Option: a) at any time between October 1, 2014 and October 31, 2014, the Company Call Completion Date shall be December 10, 2014; b) at any other time, the Call Completion Date shall occur no later than the first Royalty Payment Date which occurs on or after receipt of the Call Notice. 5. In all circumstances in which the Call Option is exercised, the purchase price in respect of the Call Option (the “Call Purchase Price”) will be equal to the lesser of: a) the Payout Amount; and b) the Fair Market Value of the limited partnership units of RLP owned by RMRF (in the case of a Unit Call Option) or the Basic Royalty (in the case of a Basic Royalty Call Option) on the last day of the month prior to the month in which the Call Completion Date occurs. 6. Optionee shall purchase the limited partnership units owned by RMRF in RLP or the Basic Royalty from RLP on the Call Completion Date by paying to RMRF or RLP, as the case may elect be, the Call Purchase Price. 10 days prior to cancel the Call Completion Date, Optionee shall provide to RMRF or RLP, as the case may be, a corresponding amount certificate of the Chief Financial Officer of Optionee setting out the calculation of the Call Purchase Price and confirming that such calculation was made in accordance with the provisions of this WarrantAgreement. (f) The Company may 7. For greater certainty, it is understood that Optionee is not exercise purchasing, or paying for, and RMRF is not selling, or receiving, any amount in respect of RLP’s interest in the NPI and that RLP has the right to distribute to RMRF the NPI prior to the 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 periodCompletion Date.

Call Option. a) The Company Parties hereby agree that upon the expiry of the third anniversary of the Closing Date, and at any time thereafter, the SP shall have the option to issue a notice ("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 NoticeCALL NOTICE") during to the Government, thereby requiring the Government to sell to the SP within a period in which of 60 (sixty) days 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 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 (the "Lookback PeriodCALL PERIOD") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is ), all but not less than 100,000 Common all the voting equity shares in the Company then held by the Government, (the "CALLED SHARES") and the Government in that event shall be under mandatory obligation to sell the Called Shares as aforesaid. The price for the sale and purchase of the Called Shares pursuant to this Clause shall be the higher of: i) Fair Value of the Called Shares. Subject ; or ii) The unit sale price (as provided in Clause 2.1 of the Share Purchase Agreement at which the SP has purchased the Purchase Shares pursuant to the other limitations set forth herein, Share Purchase Agreement) together with interest at the maximum amount rate of Warrant Shares 14% per annum compounded with half yearly rests and calculated from the Closing Date after giving credit for which Call Notices may be given during any thirty day period shall be equal to 10% the dividend received by the Government as a Shareholder of the aggregate reported trading volume Company during the period from the Closing till the date of the Common Stock during completion of the Lookback Periodsale and purchase of the Called Shares. (eb) The respective Warrant Holders Parties shall exercise their Warrant rights and purchase cause the appropriate Warrant Fair Value of the Called Shares and pay for same to be determined within 14 business 30 days of the date of receipt of the Call Notice. c) Upon receiving a Call Notice from the SP, the Government shall not be entitled to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber its Shares during the Call Period. If the Warrant Holder fails purchase, pursuant to timely pay the funds required Call Notice is not completed by the Warrant CallSP, the Company may elect Government shall be relieved of its obligations to cancel a corresponding amount sell the Called Shares specified in Clause 5.8 herein. For the avoidance of this Warrantdoubt, other than the right of first refusal provided in Clause 5.3 and the tag along rights provided in Clause 5.4, there shall be no restriction on the right of the Government to Transfer any or all of its Shares till such time that the Call Notice is received by the Government. (fd) Upon the issuance of the Call Notice by the SP, the SP shall be under an obligation to complete the purchase of the Called Shares within the Call Period. e) The Company may not exercise sale and purchase of the right Called Shares pursuant 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 Clause 5.8 shall be subject to cure and cured during the stated cure periodprocurement of all Approvals.

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 (a “Call Notice”) to the Holder, indicating the 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 18 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)” (the "“Positive Data Release”); provided, that at the time of delivery of the Call Notice") during Notice the holder is not in possession of any material non-public information. 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 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 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 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 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 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. 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 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 ▇▇▇▇▇▇ 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 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 During the period in during which the Warrant Call Class C Warrants may be exercised. , in the event that (b1) The there is a current registration statement in effect covering the Warrant Shares; (2) 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 traded on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant HolderNASDAQ, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant American Stock Exchange or some other equivalent exchange; and (in terms of exercise price and otherwise3) 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 Company's Common Stock as reported by the Principal Market as defined in the Subscription Agreement, exceeds $7.00 for each 20 of 30 consecutive trading day during the thirty days ending not more than five days prior to the giving mailing of the Call Notice ("Lookback Period") is 200% notice of redemption, the Company shall have the right and option, upon 45 days' written notice to each Registered Holder, to call, redeem and acquire all of the Purchase Price Class C Warrants remaining outstanding and unexercised at the average daily trading volume of date fixed 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"Redemp- tion 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 45 days of after the date of such notice, for an amount equal to $.05 per Warrant; provided, however, that the Call NoticeRegistered Holders shall in any event have the right during the 45-day period immediately following the date of such notice to exercise the Class C Warrants being called for redemption in accordance with the provisions of Section 3 hereof. If In the event any such Class C Warrants are exercised during such 45- day period, this call option shall be deemed not to have been exercised by the Company as to the Class C 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 offices of the Warrant Holder fails Agent (or its successor), his certificate or certificates representing the Class C Warrants to timely pay be redeemed. Notwithstanding the funds required fact that any Warrants called for redemp- tion have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Class C Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Class C Warrants shall cease and terminate, other than the right to receive the redemption price of $.05 per Warrant for such Warrants, without interest, provided, however, that such right to receive the redemption price of $.05 per Warrant for such Warrants shall itself expire six months from the Redemption Date. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Class C 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 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. 7.1 The Grantor hereby grants to the Company, and the Company accepts the grant of, an option pursuant to which the Company shall have be entitled to call on the option Grantor to "call" sell and transfer all or a portion of the Warrants (Call Option Shares to the "Warrant Call")Company itself or to any Nominated Purchaser in terms of clause 5, subject to the terms and conditions set out in accordance with and governed by this Agreement. 7.2 Subject to clause 7.4, 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 Option 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 exercised more than once at any time unless during the Warrant Shares to be delivered upon exercise Option Period and in respect of all or only a portion of the WarrantCall Option Shares, will be upon delivery, immediately resalable, without restrictive legend at the sole and upon such resale freely transferable on the transfer books absolute discretion of the Company. (c) Unless otherwise agreed to by the Warrant Holder, 7.3 Each Sale resulting from an exercise of the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (Option in terms respect of only a portion of the Call Option Shares shall constitute a Sale divisible from another Sale resulting from an exercise price and otherwise) on or about of the same issue date as this Warrant Call Option in proportion to respect of a different portion of the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachCall Option Shares. (d) The Company may give a Call Notice in connection with up 7.4 It is recorded that the Grantor does not wish to 50hold less than 20% of the Common Stock issuable upon issued ordinary shares in the Company at any time. The Company accordingly undertakes to give effect to the aforegoing and agrees not to exercise or permit the exercise of this Warrant provided the closing bid price Call Option and require the Grantor to sell so many Call Option Shares as would reduce the Grantor's total ordinary shareholding to below 20%, unless the Grantor is required to sell the entirety of its Call Option Shares as part of such intended Sale/s. Accordingly, any exercise of the Common Stock as reported by Call Option which would contravene the Principal Market as defined in aforegoing principles shall be invalid and of no force or effect. 7.5 The Call Option is irrevocable for the Subscription AgreementOption Period and if not exercised, for each trading day during will automatically lapse and be of no further force or effect on expiry of the thirty days Option Period. The expiry of the Option Period will not terminate or otherwise affect any Call Option exercised prior to the giving expiry of the Option Period. 7.6 No consideration is payable by the Company (or any Nominated Purchaser) to the Grantor in respect of the granting of the Call Notice ("Lookback Period") is 200% Option. 7.7 The Grantor hereby agrees and undertakes to and in favour of the Purchase Price Company (and each Nominated Purchaser) that it shall not, for the average daily trading volume duration of the Common Stock during the Lookback Option Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein- 7.7.1 transfer, the maximum amount sell, alienate or dispose of Warrant Shares for which Call Notices may be given during in 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 manner any of the Call Notice. If Option Shares (other than pursuant to this Agreement); 7.7.2 create or permit to exist any encumbrance whatsoever over or in respect of all or a portion of the Warrant Holder fails Call Option Shares (other than in respect of any encumbrance in favour of RMB); 7.7.3 amend its existing constitutional documents; 7.7.4 agree to timely pay amend or vote in favour of the funds required by amendment of 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 MOI and/or Shareholders Agreement, unless same were subject to cure and cured during without the stated cure periodexpress, prior written consent of the Company.

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. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company If, for any reason, the professional relationship of a Manager with the Dorna Group is terminated or a Manager otherwise breaches his/her obligations under this Agreement (such Manager, hereinafter, a “Leaver”) then such Manager shall exercise the Warrant Call be obliged to transfer his/her Shares (including any Relevant Shares previously Transferred by giving such Manager to each Warrant Holder a written notice of call transferee pursuant to clause 6.2 and including any Shares transferred to a Manager or a Manager’s Manager Holding Company) to Bidco (the "Call Notice") during the period in or its designee, which the Warrant Call may be exercisedthe Company) at a price equal to the applicable Call Strike Price for each Share (with such applicable Call Strike Price being determined based on the type of Leaver such Manager is). (b) To ensure the effectiveness of a Leaver’s obligations under this clause 6.5.1, each Manager hereby unconditionally and irrevocably agrees to grant B▇▇▇▇ who agrees and accepts, an option to purchase and acquire each and all Shares owned by such Manager (including any Relevant Shares previously Transferred by such Leaver to a transferee pursuant to clause 6.2 and including any Shares transferred to a Manager or a Manager’s Manager Holding Company), to be executed as a separate deed on the Effective Date in the form attached as Schedule 6.5.1 (the “Leaver Call Option”). The Leaver Call Option will be exercisable by Bidco within three (3) months of the relevant Manager becoming a Leaver. Bidco shall deliver to the Company (with a copy to such applicable Manager) written notice (a “Leaver Call Option Notice”) stating that Bidco is exercising the Leaver Call Option and stating the type of Leaver such Manager is in accordance with such definitions. If the Leaver Call Option is exercised within the above three (3) months period, the Leaver shall transfer such Leaver’s Shares (including any Relevant Shares previously Transferred by such Leaver to a transferee pursuant to clause 6.2 and including any Shares transferred to a Manager or a Manager’s Manager Holding Company's ) to Bidco (or its designee, which may be the Company), and Bidco (or its designee, which may be the Company) shall acquire and pay, or cause to be paid, the applicable aggregate Call Strike Price (which shall be determined based on the type of Leaver designated in the applicable Leaver Call Option Notice, subject to the right of such Leaver to exercise dispute such designation in good faith, including by filing an arbitration claim pursuant to clause 23) to the Warrant Call shall commence Leaver in unity of act and concurrently with the actual effective consummation of the transfer of such Relevant Shares in connection with such exercised Leaver Call Option, which such consummation shall occur no later than three (3) months following the date of the registration statement described in Section 10.1(iv) final determination of the Subscription Agreement and thereafterFair Market Value in accordance with clause 6.11.1 (with such date of completion as determined by B▇▇▇▇). Subject to clause 6.12.1, the applicable Call Strike Price with respect to any exercised Leaver Call Option shall be coterminous paid in Euros with such applicable Call Strike Price converted from U.S. Dollars into Euros using the exercise period of Euro Exchange Rate in effect on the Warrants for a maximum of 50% of date that is two (2) Business Days prior to the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, date that the registration statement transfer of such Shares 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 Companyconsummated. (c) Unless otherwise agreed If the three (3) month period referred to in the preceding paragraph elapses without the Leaver Call Option having been exercised by Bidco, then the Warrant Holder, Leaver Call Option with respect to such Manager shall be deemed exhausted and be ineffective and the Call Notices must Leaver will be given entitled to all Warrant Holders who receive Warrants similar to this Warrant dispose of the Shares (in terms of exercise price and otherwisei) 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 eachArticles or (ii), if applicable, in exercise of the put option described in clause 6.5.2. (d) The Company parties further agree that if Bidco (or its designee, which may give be the Company) acquires the Shares of a Call Notice Forced Leaver in connection with up to 50% exercise of the Common Stock issuable upon Leaver Call Option and an Exit is completed within one (1) year of exercise of this Warrant provided such Leaver Call Option for a value per Share (in U.S. Dollars, which, if needing to be converted to U.S. Dollars, shall be based on the closing bid price Dollar Exchange Rate as of the Common Stock as reported by date of consummation of the Principal Market as defined Exit) in excess of the applicable Call Strike Price paid in satisfaction of such Leaver Call Option, then Bidco (or its designee, which may be the Company) shall pay such Forced Leaver an amount per transferred Share in the Subscription Agreementexercised Leaver Call Option which is equal to the difference between the per Share value so obtained in the Exit and such Call Strike Price paid in satisfaction of such Leaver Call Option (the “Anti-Embarrassment Payment”). Subject to clause 6.12.1, for each trading day during any Anti-Embarrassment Payment shall be paid in Euros with such applicable Anti-Embarrassment Payment converted from U.S. Dollars into Euros using the thirty days Euro Exchange Rate in effect on the date that is two (2) Business Days prior to the giving of date that the Call Notice ("Lookback Period") Anti-Embarrassment Payment 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 Periodpaid. (e) The respective Warrant Holders For the avoidance of doubt, no Anti-Embarrassment Payment shall exercise their Warrant rights and purchase take place or be paid if: (i) the appropriate Warrant Shares and pay for same within 14 business days Exit is completed after the first (1st) anniversary of the date of exercise of the applicable Leaver Call Notice. If Option (and, for these purposes, an Exit will be deemed completed on the Warrant Holder fails date on which the transfer of ownership over the Shares has legally taken place and the date of exercise of the Leaver Call Option shall be the date on which the Leaver Call Option Notice is delivered to timely pay the funds required Company); or (ii) the subsequent Transfer of the Shares by Bidco is not made in the Warrant Call, the Company may elect to cancel a corresponding amount context of this Warrant(or otherwise does not form part of) an Exit. (f) The Company may Parties agree that in the event that a Manager files an arbitration claim pursuant to clause 23 alleging that such Manager is a different type of Leaver than the type of Leaver designated by Bidco in a Leaver Call Option Notice and such arbitration proceedings end in a final non-appealable award (laudo arbitral firme) where it is finally resolved that the applicable type of Leaver for such Manager is the type claimed by the Manager in such dispute and not the type of Leaver designated by Bidco in the Leaver Call Option Notice, Bidco (or its designee) shall be obligated to pay to such relevant Manager, by wire transfer of immediately available funds within ten (10) Business Days as from the date on which such final non-appealable arbitral award (laudo arbitral firme) is notified in writing to Bidco, an amount equal to the difference between the aggregate Call Strike Price that would apply to the type of Leaver resolved by the final non-appealable arbitral award (laudo arbitral firme) and the aggregate Call Strike Price paid by Bidco (or its designee) when completing the transfer of the relevant Shares resulting from the exercise of the right Leaver Call Option (the “Call Shortfall”), plus an amount equal to an annual interest rate of 5% on such Call this Warrant Shortfall for the period between the date the Call Strike Price was paid by Bidco (or its designee) when completing the transfer of the relevant Shares resulting from the exercise of the Leaver Call Option and the date that such Call Shortfall is paid to such Manager pursuant hereto. Subject to clause 6.12.1, any part Call Shortfall (and any interest thereon pursuant to the prior sentence) shall be paid in Euros with such applicable amount converted from U.S. Dollars into Euros using the Euro Exchange Rate in effect on the date that is two (2) Business Days prior to the date of it after such payment. (g) Subject to the occurrence of a Non-Registration Eventthe Completion, as defined in if, on or after the Subscription date of this Agreement, unless same were subject but prior to cure and cured during or on the stated cure periodEffective Date, any Manager becomes a Leaver, the provisions of this clause 6.5.1 shall apply with respect to such Manager as if such Manager became a Leaver as of the Effective Date.

Call Option. The Company shall have 5.1 Subject to terms and conditions of this Clause 5, Swisslog hereby grants Otsaw Limited the option to "call" require Swisslog to sell and transfer all of the Warrants Consideration Shares held by Swisslog (as adjusted for any share splits, sub-divisions, consolidations, scrip dividends, reclassifications or similar re-capitalisation events) (the "Warrant Call"“Call Option Shares”) by serving a written notice on Swisslog (the “Call Option Notice”) within 20 Business Days (exercisable at any time between 1st January 2025 and 31st August 2025) at an amount equal to the Call Option Price (the “Call Option”), in accordance with and governed by . 5.2 The price for all Call Option Shares shall be the following: higher of (a) The Company shall exercise S$ 3.1 Million (in each case assuming that Swisslog has not disposed of any of its Consideration Shares acquired on Completion, and if Swisslog has disposed of any of its Consideration Shares, the Warrant Call price will be adjusted accordingly) increased by giving to each Warrant Holder a written notice (i) the Discount and (ii) 1.1% per month interest payable on the amount S$ 3.1 Million from 1st January 2025 until full payment of call (the "Call Notice") during the period in which the Warrant Call may be exercised. price or (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 case an initial public offering has occurred on 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 NoticeOption, at an amount equivalent to the share price based on the closing price at the time of serving of the Call Option Notice increased by (i) the Discount and (ii) 1.1% per month interest payable on the S$ 3.1 Million from 1st January 2025 until full payment (the “Call Option Price”). If Swisslog wishes to transfer any of its Consideration Shares to any Related Corporation it may do so, provided that in the Warrant Holder fails event that such Related Corporation shall cease to timely pay be a Related Corporation of Swisslog, Swisslog shall procure that such Related Corporation shall, on or before such cessation, transfer all of the funds Consideration Shares back to Swisslog. For the purpose of the Call Option, any Consideration Shares held by a Related Corporation of Swisslog shall be treated as Consideration Shares held by Swisslog, and any transfer of Consideration Shares by Swisslog to its Related Corporation shall not be treated as a disposal of such Consideration Shares by Swisslog. 5.3 A Call Option Notice, once given, may not be withdrawn except with the consent of Swisslog. 5.4 The date for effecting the sale and transfer of the Call Option Shares (the “Call Option Completion”; the date on which Call Option Completion occurs, the “Call Option Completion Date”) shall be scheduled 20 Business Days after the delivery of the Call Option Notice. 5.5 On the Call Option Completion Date, Swisslog and Otsaw Limited shall deliver the required share transfer form (signed by the Warrant Callrelevant parties), resolutions of Otsaw Limited (signed by the directors appointed by the relevant parties) and share certificates and Otsaw Limited shall make the relevant payment of the Call Option Price to Swisslog. Subject to payment of the Call Option Price, the Company may elect to cancel a corresponding amount of this WarrantCall Option Shares shall be sold free from all Encumbrances, fully paid up and non- assessable and shall be sold together with all rights, benefits and interests attaching thereto as at the Call Option Completion Date. (f) The Company may not exercise 5.6 In this Clause 5, unless otherwise defined or the right context otherwise requires, capitalised terms shall have the meaning ascribed to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined them in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodPurchase Deed.

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 Holder hereby grants to the Company shall have the option to "call" the Warrants (the "Warrant Call"“Call Option”), in accordance with and governed but not the obligation, to purchase this Warrant (the “Call Securities”) pursuant to this Section 3(g). The Call Option may be exercised by the following: Company, in the Company’s sole and absolute discretion, following the Company’s Common Stock closing at or above $3.00 per share for twenty (a20) The consecutive Trading Days (the “Call Trigger”). Beginning on the date immediately preceding the Call Trigger and ending on the date that is thirty (30) calendar days thereafter, 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 fifteen (15) nor more than thirty (30) days after the date of the registration statement described in Section 10.1(ivinitial Call Notice) on which the Company will purchase all of the Subscription Agreement and thereafter, shall be coterminous with the exercise period Call Securities of the Warrants for Holder. Even after receipt of a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares")Call Notice, 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 until the Warrant Shares to be delivered upon Call Closing Date, the Holder may exercise any portion of the this 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 whole 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 Sharespart. 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) $0.001 (the “Call Amount”). On the Call Closing Date, the Company shall be equal pay the Call Amount to 10% of the aggregate reported trading volume of Holder, in cash by wire transfer to an account in a bank located in the Common Stock during United States designated by the Lookback Period. (e) The respective Warrant Holders Holder. On the 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 Warrant. (f) The the Call Amount, and the Company may not exercise the right is in no way obligated to Call purchase this Warrant or any part of it after upon the occurrence event of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure periodCall Trigger.

Call Option. (A) This clause 17.2 shall apply if an Event of Default set out in clauses 17.1(C) to 17.1(F) occurs (a “Call Option Trigger”) and is continuing in relation to any Shareholder (“Triggering Shareholder”). (B) The Company shall have the option Shareholder that is not itself subject to "call" the Warrants a continuing Call Option Trigger (the "Warrant Call"“Non-Triggering Shareholder”) may, acting reasonably and in good faith, give notice to the Triggering Shareholder (with a copy to the Company) that a Call Option Trigger is occurring and persisting and requiring it to sell or procure the sale of all of the Shares held by the Triggering Shareholder (the “Specified Shares”) to the Non-Triggering Shareholder at their Prescribed Value and free from all encumbrances and together with all rights attaching to them (“Call Option Notice”). (C) The parties shall use all reasonable endeavours to determine or procure the determination of the Prescribed Value of the Specified Shares as soon as reasonably practicable after the giving of a Call Option Notice. (D) The Shareholder which has served a Call Option Notice may revoke the Call Option Notice within 10 Business Days after the Prescribed Value of the Specified Shares has been determined. If the Call Option Notice is revoked, no further Call Option Notice may be served in respect of the circumstances comprising the relevant Call Option Trigger. (E) If the Call Option Notice is not revoked, the transfer of the Specified Shares shall be: (i) solely conditional upon (a) the obtaining of any anti-trust approvals or consents, (b) the obtaining of any other regulatory approvals and consents, and (c) the obtaining of any shareholder and/or third party consents, in any case, as are mandatorily required by law or regulation (including, without limitation, the Listing Rules) in connection with the proposed acquisition of the Specified Shares by the Non-Triggering Shareholder and their sale by the Triggering Shareholder; and (ii) completed in accordance with and governed by clause 18 (Completion of Transfers), after the followingdetermination of the Prescribed Value of the Specified Shares on the date being the later of: (a) The Company shall exercise 10 Business Days after the Warrant Call date on which all of the conditions described in clause 17.2(E)(i) have been satisfied (or waived (in whole or in part) 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.Non-Triggering Shareholder); (b) The Company's right to exercise 10 Business Days after the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) determination of the Subscription Agreement and thereafter, shall be coterminous with the exercise period Prescribed Value of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant relevant 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.; and (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 six months from the date of the Call Option Notice. If the Warrant Holder fails , provided that if, at any time prior to timely pay the funds required by the Warrant Callcompletion, the Company may elect relevant Event of Default is remedied to cancel a corresponding amount the reasonable satisfaction 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 EventTriggering Shareholder then completion shall not occur and the rights of the Non-Triggering Shareholder to call the Specified Shares shall be terminated in respect of such Event of Default. If, as defined in absent paragraph (c) above, completion of the Subscription Agreementtransfer of the Specified Shares would be required and the Non-Triggering Shareholder considers, unless same were subject acting reasonably, that any further delay would create a material risk to cure completion of the transfer, the Non-Triggering Shareholder shall be entitled to serve a notice to that effect and cured during completion shall take place on the stated cure perioddate falling 5 Business Days from such notice.

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 ▇▇▇ ▇▇▇▇▇ 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 “▇▇▇ ▇▇▇▇▇ Investments Ltd. Call”), upon the exercise of terms and conditions set forth in this Warrant paragraph. The ▇▇▇ ▇▇▇▇▇ Investments Ltd. Call may be exercised by DDT Investments Ltd. by written notice to ▇▇▇ ▇▇▇▇▇ Investments Ltd. (each, a “▇▇▇ ▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇ Investments Ltd. of the Warrant, will ▇▇▇ ▇▇▇▇▇ Investments Ltd. Call Notice. ▇▇▇ ▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇ Investments Ltd. Call on the transfer books of same date that ▇▇▇ ▇▇▇▇▇ Investments Ltd. received the Companypurchase price for the Shares to be purchased under the ▇▇▇ ▇▇▇▇▇ 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 (a) If (i) the JPMP Holder and the JWC Holder propose to effect the Sale of the Company to a Third Party or an Aurora Sale to a Third Party on terms and conditions described in detail and in writing to the CDM Holder (the "Proposed Sale Notice"), or (ii) Bondholder Trust proposes to effect an IPO Liquidation, but in either case of clauses (i) or (ii) the CDM Holder does not so consent pursuant to Section 2.5(c) (any such event, a "Call Trigger Event"), then the JPMP Holder, the JWC Holder, Bondholder Trust and the Lexington Holder each shall have the option right (but not the obligation) 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 purchase (the "Call NoticeOption"), simultaneously with the consummation of such Call Trigger Event, as the case may be, all (but not less than all) during of the period Units held by the CDM Holder and its Permitted Excluded Transferees at the Call Option Price; provided that, in which the Warrant case of a Sale of the Company to a Third Party or an Aurora Sale to a Third Party, such Call may be exercisedTrigger Event is consummated within 90 days after delivery of the Proposed Sale Notice and on the terms and conditions described in the Proposed Sale Notice . (b) The Company's right Call Option shall be exercisable upon delivery of a written notice (the "Call Option Notice") by the CO Purchaser to exercise the Warrant Call shall commence with CDM Holder at least thirty (30) days but not more than forty five (45) days prior to the actual effective proposed date of the registration consummation of the Call Trigger Event. The Call Option Notice shall state the proposed date for the consummation of the Call Trigger Event and shall include a statement described in Section 10.1(iv(the "Call Option Price Statement") of the Subscription Agreement and thereafter, shall be coterminous with the exercise period CO Purchaser's calculation of the Warrants Call Option Price (and the basis for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"such calculation), 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 If (A) only one of the Warrant JPMP Holder, the JWC Holder, Bondholder Trust or the Lexington Holder elects to exercise the Call Notices must Option, then such electing Member shall pay 100% of the Call Option Price, and (B) more than one of the JPMP Holder, the JWC Holder, Bondholder Trust or the Lexington Holder elects to exercise the Call Option, then the Call Option Price 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 to the amounts of Common Stock which can be purchased by the respective Warrant Holders allocated among such electing Members in accordance with the respective Warrant held by eachtheir relative holdings of Units. (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 After delivery of the Call Notice Option Price Statement to the CDM Holder, the CDM Holder may make inquiries of the CO Purchaser regarding questions concerning or disagreements with the Call Option Price Statement arising in the course of such review. The CDM Holder shall complete its review of the Call Option Price Statement within thirty (30) days following the delivery of the Call Option Notice. Promptly following completion of its review, the CDM Holder shall submit to the CO Purchaser a letter regarding its concurrence or disagreement with the calculation of the Call Option Price set forth in the Call Option Price Statement. Unless the CDM Holder delivers a letter (the "Lookback PeriodDispute Letter") is 200% to the CO Purchaser disagreeing (such letter must contain a statement describing in reasonable detail the basis of such disagreement) with the calculation of the Purchase Call Option Price set forth in the Call Option Price Statement within such thirty (30) day period, the Call Option Price Statement shall be final and binding upon the parties unless there shall have occurred any material change in any of the information contained in the Call Option Price Statement (including, without limitation, the basis for the calculation of the Call Option Price), in which case, the CO Purchaser shall be required to deliver promptly a revised Call Option Price Statement and the average daily trading volume procedures provided for herein shall be repeated. Following delivery of the Common Stock during Dispute Letter, the Lookback Period is CDM Holder and the CO Purchaser shall attempt promptly to resolve such disagreement in good faith. If a resolution of such disagreement has not less been effected within ten (10) days (or longer, as mutually agreed by the parties) after delivery of the Dispute Letter, the CDM Holder and CO Purchaser shall submit such disagreement to an independent accounting firm of international recognition (other than 100,000 Common Sharesthe accountants for the Company, the CDM Holder, the CO Purchaser, Pinnacle or Aurora) jointly selected by the CDM Holder and the CO Purchaser (the "Referee"); provided, that if the parties are unable to agree upon the accounting firm within three (3) days, then the Referee shall be an independent accounting firm selected by lot from among the "Big 4" accounting firms, and the selection of the accounting firm by lot shall be final and binding upon the parties. Subject The CDM Holder and the CO Purchaser shall use their respective commercially reasonable efforts to cause the determination of the Referee with respect to the other limitations set forth hereinmatters in dispute to be completed within twenty (20) days after the appointment of the Referee, and such determination shall be final and binding upon the parties unless there shall have occurred any material change in any of the information contained in the Call Option Price Statement (including, without limitation, the maximum amount basis for the calculation of Warrant Shares for the Call Option Price), in which Call Notices case, the CO Purchaser shall promptly provide the Referee (with a copy to the CDM Holder) with any updated information in order that the Referee may be given during any thirty day period make a revised determination. The fees, costs and expenses of the Referee shall be equal to 10% paid by the Company. Each of the aggregate reported trading volume of Company, the Common Stock during CDM Holder and the Lookback PeriodCO Purchaser shall provide and cause to be provided to the Referee, on a confidential basis, such information as it reasonably requests to perform its duties. (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 all of the date Units held by the CDM Holder under the terms of this Section 3.7 shall be made following the final determination of the Call NoticeOption Price as described above and simultaneously with the consummation of the Sale of the Company, the Aurora Sale or the IPO Liquidation, as the case may be. If Delivery of certificates or other instruments evidencing the Warrant Holder fails to timely pay the funds required Units held by the Warrant CallCDM Holder duly endorsed for transfer and free and clear of all liens, claims and other encumbrances (other than those arising hereunder and those attributable to actions by the Company may elect to cancel a corresponding amount CO Purchaser) shall be made on such date against payment in cash of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after Option Price or, in the occurrence case of a Non-Registration EventCall Trigger Event that relates to a proposal by Bondholder Trust to effect an IPO Liquidation, as defined in Crunch Holding Shares having a value (based on the price per share offered in the Subscription Agreementinitial public offering thereof less an illiquidity discount) equal to the Call Option Price. At the closing, unless same were subject all the parties to cure and cured during the stated cure periodtransaction shall execute such additional documents as are otherwise necessary or appropriate.

Call Option. The Company shall (1) In the event Magic Lantern decides that it does wish to extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does not wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, NTN Canada shall, on or after September 1, 1999, have the option right (hereinafter in this Article 2 referred to "call" the Warrants (as the "Warrant CallCall Option") to require the Vendor to sell to NTN Canada all, but not less than all, of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 2 collectively referred to as the Vendor's Shares). The Vendor shall, forthwith upon NTN Canada giving to the Vendor the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 pursuant to the provisions of the Promissory Note to the date which is five business days after the date on which the Notice of Exercise is delivered to the Vendor, which acceleration is hereby consented and agreed to by the Vendor. (2) The Call Option shall be exercised by NTN Canada giving to the Vendor notice in writing (in this Article 2 referred to as the "Notice of Exercise") of its intention to exercise the Call Option. (3) Upon exercise of the Call Option, the Vendor shall be obligated to sell to NTN Canada, and NTN Canada shall be obligated to purchase from the Vendor, the Vendor's Shares in accordance with the provisions of Section 2(4) hereof. (4) The sale and governed by purchase of the followingVendor's Shares under this Article shall be completed on the following terms and conditions: (a) The Company the purchase price payable for each of the Vendor's Shares shall exercise be equal to 110% of the Warrant Call by giving to each Warrant Holder a written notice average closing price of call (the "Call Notice") Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by NTN Canada to the Vendor as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Warrant Call may be exercised.Common Shares are then included; (b) The Company's right to exercise the Warrant Call purchase price shall commence with be payable by certified cheque or bank draft at the actual effective date time of completion 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.transaction; (c) Unless otherwise agreed to by the Warrant HolderVendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price Vendor shall have good 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.marketable title thereto; (d) The Company may give a Call Notice in connection with up to 50% the completion of the Common Stock issuable upon exercise sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which NTN Canada delivered the Notice of this Warrant Exercise to the Vendor, provided such day is not a Saturday, Sunday or statutory holiday, in which event the closing bid price completion of the Common Stock as reported by sale shall take place on the Principal Market as defined in the Subscription Agreement, for each trading next business 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 Periodthereafter. (e5) The respective Warrant Holders Call Option 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 Callexpire on September 30, the Company may elect to cancel a corresponding amount of this Warrant1999. (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 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Barrister & Solicitor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇, 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 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 the Call Option for the purchase of not less than 100% of the Reset Rate Notes, exercisable at a written notice price equal to 100% of call (the "Call Notice") during Outstanding Amount of the period in which Reset Rate Notes, less all amounts distributed to the Warrant Call may be exercisedReset Rate Noteholders as a payment of principal with respect to the Distribution Date, 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 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 interest in and to the Call Notice is given Option to SLM Education Credit Finance Corporation, which upon receipt thereof will dividend all of its right, title and through interest in and to the period ending 14 business days thereafter. In no event may 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 respect to 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 to by the Warrant Holder, SLM Corporation may further transfer ownership of the Call Notices must be given Option at any time to all Warrant Holders who receive Warrants similar one of its Affiliates; provided that such permitted transferee has at no time in the past owned, and is not obligated under either the Purchase Agreements or the Sale Agreement 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 Call Option may give a Call Notice in connection be exercised with up respect 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 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 Option Notice; provided that the 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 Reset Rate Notes are listed on the Luxembourg Stock Exchange, the holder of the Call Notice ("Lookback Period") is 200% Option shall cause a notice of the Purchase Price and the average daily trading volume exercise of the Common Stock during the Lookback Period Call Option to be published in a leading newspaper having general circulation in Luxembourg (which is not less than 100,000 Common Sharesexpected to be The Luxemburger Wort). 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% Once written notice of the aggregate reported trading volume exercise of the Common Stock during the Lookback PeriodCall Option is given, such exercise may not be rescinded. (e) The respective Warrant Holders All amounts due and owing to the 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 of related Reset Date by the date holder of the Call Notice. If Option in accordance with 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 WarrantReset Rate Noteholders on the Reset Date. (f) The Company In the event that the Call Option is exercised with respect to the Reset Rate Notes if they are then in Foreign Exchange Mode, the holder of the 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 Class A-6 Currency Swap Agreements, who shall exchange such amount into the applicable currency for delivery to the Reset Rate Noteholders; provided, however, that if there are no such Class A-6 Currency Swap Agreements then in effect, the holder of the 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 Reset Rate Noteholders on the Reset Date. (g) If the Call Option is exercised with respect to the Reset Rate Notes, (i) the interest rate on the Reset Rate Notes will be the Call Rate, (ii) the 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 Call Option may not either remarket the Reset Rate Notes pursuant to the remarketing procedures set forth herein and in the Remarketing Agreement, or retain the 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 Call Option chooses to remarket the 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 shall 7.1 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CME ME shall, subject to the provisions of this Clause 7, have the option irrevocable and unconditional right to "call" require Top Tone Holdings to sell to CME ME at the Warrants Call Price (the "Warrant Call")) its entire Ownership Interest in CME Bulgaria. 7.2 Subject to Clause 9.3, in accordance with and governed the CME Call shall be exercisable at any time following the third anniversary of the date of this Agreement. 7.3 CME ME may only exercise the Call by the followinggiving a written exercise notice (a "Call Notice") to Top Tone Holdings. The Call Notice shall: (a) The Company state that CME ME is exercising the Call; (b) request that Top Tone Holdings nominate Top Tone Holdings Investment Bank for purposes of the Valuation; and (c) state the anticipated time and place on which Top Tone Holdings 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 Closing Date"). 7.4 Once given, a Call Notice shall be irrevocable. 7.5 Within twenty (20) Business Days of receipt of a Call Notice") during , each of CME ME and Top Tone Holdings shall appoint the period in which CME Investment Bank and Top Tone Holdings Investment Bank for the Warrant purposes of determining the Valuation. 7.6 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) The Company may give a Call Notice in connection with up foregoing or otherwise agreed among the Parties. Top Tone Holdings 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 Price to such bank account as is nominated in writing for such purpose by Top Tone Holdings. 7.7 The Parties agree that if they determine that the Warrant Holder fails transfer and payment arrangements described in this Clause 7 are not structured properly to timely pay optimize the funds required tax and accounting treatment to the level intended by the Warrant CallParties, they shall cooperate in good faith to agree on and implement an alternative structure or make any appropriate changes to the Company may elect to cancel a corresponding amount existing structure. All such changes shall in all material respects result in maintaining the same balance of this Warrantcommercial and economic interests of the Parties as existed before making any such changes. (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 If Linkwell is subject to a Change of Control Transaction, Linkwell shall within five business days thereof notify Ecolab in writing of the same and Ecolab shall have the option to "call" the Warrants right (the "Warrant Call"“Call Right”) to require Linkwell to sell, and Linkwell shall be obligated to sell and to cause its Affiliates to sell, all of the equity interests then owned by Linkwell and its Affiliates in any Group Member (the “Call Shares”), in accordance with and governed by the following: (a) The Company shall . Ecolab may exercise the Warrant Call Right by giving to each Warrant Holder a providing written notice of call (the "“Call Notice"”) during to Linkwell and the period in which Company by no later than the Warrant Call may be exercised. date falling thirty (b30) The Company's right to exercise the Warrant Call shall commence with the actual effective date days after its receipt of notification of the registration statement described in Section 10.1(iv) Change of Control Transaction from Linkwell. The purchase price for the Subscription Agreement and thereafter, Call Shares 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")agreed between Ecolab and Linkwell, provided, that the registration statement is effective at the date that, if agreement has not been reached within thirty (30) days after Linkwell’s receipt of the Call Notice is given and through Notice, either party may by notice to the period ending 14 business days thereafter. In no event may other (the Company exercise “Valuation Notice”) require a price for the Warrant Call at any time unless the Warrant Shares to be delivered established by an independent certified public accountant (the “Valuer”) (acting as an expert and not as an arbitrator). The Valuer shall be agreed upon exercise by Ecolab and Linkwell or, in default of agreement within five business days after receipt of the WarrantValuation Notice, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable appointed by the President for the time being of the American Institute of Certified Public Accountants (or any person for the time being performing the functions of that official) on the transfer books application of either Ecolab or Linkwell. The Valuer shall determine the fair price of the Call Shares being sold on a going concern basis between a willing seller and a willing purchaser and on the basis that each Call Share, whatever its class, has the same value corresponding to its proportion of the value of all the Call Shares taken as a whole and that no additional or reduced value is attached to any holding of Call Shares by virtue only of that holding comprising or after purchase conferring or giving rise to a majority or minority of the total issued share capital of the Company. (c) Unless otherwise . Any costs of the Valuer shall be borne by Ecolab and Linkwell equally. The purchase price for the Call Shares as agreed to between Ecolab or Linkwell or, failing such agreement, determined by the Warrant Holder, Valuer shall hereafter be the “Call Purchase Price”. The closing of a transaction pursuant to the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant Right (in terms of exercise price and otherwisethe “Call Closing”) 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 held on a date mutually agreed upon by Linkwell and purchase the appropriate Warrant Shares and pay for same within 14 business Ecolab but in any event no later than 90 days of the date following Linkwell’s receipt of the Call Notice. If At the Warrant Holder fails Call Closing, Linkwell shall deliver, and cause its relevant Affiliates to timely deliver, to Ecolab, against payment of the Call Purchase Price, stock certificates, together with stock powers duly endorsed in blank, or affidavits of lost stock certificates (together with indemnification therefor reasonably satisfactory to Ecolab), if applicable, evidencing the Call Shares. At the Call Closing, Ecolab shall pay to Linkwell the Call Purchase Price by wire transfer of immediately available funds required to such account as Linkwell may designate. Receipt of the Call Purchase Price into such account shall be a good and valid discharge of payment by Ecolab of any portion of the Warrant CallCall Purchase Price attributable to Affiliates of Linkwell. The Call Shares shall be delivered to Ecolab at the Call Closing free and clear of all Liens, and such transfer shall be effected using documentation containing representations only as to Linkwell’s and its relevant Affiliates’ title, authority and capacity to sell the Company may elect to cancel a corresponding amount of this WarrantCall Shares. (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 any termination of a Class B Member’s employment with the Company and its subsidiaries, the Company shall have the option right to "call" purchase (to the Warrants extent not forfeited as the result of such termination of employment) all of the Vested Class B Units that are then held by such individual or originally issued to such individual but held by one or more Class B Permitted Transferees of such individual (such Units, collectively, the “Call Units”; the Class B Member and such Class B Permitted Transferees, if any, collectively, the “Call Group”) at a purchase price equal to the Fair Market Value of the Call Units calculated as of the date of termination of employment (the "Warrant Call"“Call Option”); provided, however, that in accordance with and governed by the following: (a) The Company event the Call Option is exercised following the Class B Member’s voluntary termination of employment, the purchase price shall exercise be 80% of the Warrant Fair Market Value of the Call by giving to each Warrant Holder a written notice Units calculated as of call (the "Call Notice") during the period in which the Warrant Call may be exerciseddate of termination of employment. (b) Any Call Option may be exercised by delivery of written notice thereof (the “Call Notice”) to the Call Group not later than the 180th day after the effectiveness of the applicable termination of employment (the “Call Option Exercise Period”). The Company's right Call Notice shall state that the Company has elected to exercise the Warrant Call shall commence Option, set forth the number of Call Units with respect to which the actual effective Call Option is being exercised and the Fair Market Value of such Call Units as determined by the Board of Managers in its discretion. (c) The Company may pay the purchase price for the Call Units, at its sole option, in (x) cash or (y) by delivery of an unsecured subordinated promissory note (a “Call Unit Promissory Note”), in an aggregate principal amount equal to the balance of such purchase price, that will: (i) be due and payable on the second anniversary of the date of issuance, or such longer period as may be agreed between the registration statement described Company and the Call Group; (ii) will accrue interest at a rate equal to the Prime Rate plus two percent that is payable in cash annually in arrears; (iii) not be entitled to the payment of any principal or interest until the payment in full of other notes, if any, that, prior to the issuance of such note, were issued to any members of any other Call Group pursuant to this Section 10.1(iv4.8; (iv) of subject to 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 preceding clause (the "Warrant Shares"iii), 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 permit the Company exercise the Warrant Call right, but not the obligation, to prepay without penalty, in whole or in part, at any time unless or from time to time, all outstanding obligations under such note; (v) become due and payable in full upon the Warrant Shares Equity Incentive Distribution Event; and (vi) be subordinated in right of payment 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 all Senior Debt 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 closing of any purchase and sale of Call Notice Units pursuant to this Section 4.8 shall take place as soon as reasonably practicable and in connection with up no event later than the later to 50% occur 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 (i) thirty days prior to the giving after termination of the Call Notice Option Exercise Period and ("Lookback Period"ii) is 200% if relevant, the determination of the Purchase Price and Fair Market Value of such Call Units pursuant to Section 4.8(f), at the average daily trading volume principal office of the Common Stock during Company, or at such other time and location as the Lookback Period is not less than 100,000 Common Shares. Subject parties to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices such purchase 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 Periodmutually agree in writing. (e) The respective Warrant Holders shall At the closing of any purchase and sale of Call Units following the exercise their Warrant rights and purchase of any Call Option, the appropriate Warrant Shares and pay for same within 14 business days of the date members of the Call NoticeGroup shall deliver to the Company (i) instruments of transfer satisfactory to the Company to evidence the Transfer to the Company of such Call Units free and clear of any lien, charge, claim or encumbrance, and the Company shall deliver to the Call Group the purchase price for the Call Units in cash or a Call Unit Promissory Note pursuant to Section 4.8(c) and (ii) a release of claims in a form satisfactory to the Company. If The delivery of the Warrant Holder fails instruments representing the Transfer of the Call Units pursuant to timely pay the funds required any Call Option shall include representations and warranties by the Warrant Callapplicable transferor that: (i) the transferor has full right, title and interest in and to such Call Units; (ii) the Company may elect transferor has all necessary power and authority and has taken all necessary action to cancel a corresponding amount sell such Call Units as contemplated; (iii) such Call Units are free and clear of this Warrantany and all liens, charges, claims or encumbrances; and (iv) there is no adverse claim with respect to such Call Units. (f) If the Company exercises the Call Option and the Call Group, by written notice to the Company received within 10 Business Days following delivery to the Call Group of the Call Notice, disagrees with the Fair Market Value specified in such Call Notice, then the Fair Market Value of the applicable Call Units will be determined by an appraisal (an “Outside Appraisal”) made by one qualified person (which can be an accounting firm or an investment banking firm) having substantial experience in the valuation of similar equity interests in the United States and that is mutually agreeable to the Company and the Call Group (the “Appraiser”). The Company may and the Call Group shall mutually agree on such Appraiser within thirty days of the Company’s receipt of the Call Group’s written notice provided for in the first sentence of this Section 4.8(f). The Company shall bear 100% of the fees, costs and expenses of the Appraiser, unless the Appraiser’s determination of the Fair Market Value of the Call Units is less than or equal to 110% of the Fair Market Value set by the Board of Managers, in which case 100% of the fees, costs and expenses of the Appraiser will be borne by the Call Group. The Call Group will not be entitled to an Outside Appraisal if the Fair Market Value of the Call Units specified in the Call Notice was based on a determination by a third party having substantial experience in the valuation of similar equity interests in the United States during the six months preceding the date of termination of employment giving rise to the exercise of the right to Call this Warrant Option. If, on or before the 180th day following the closing of a purchase and sale of Call Units following a termination of employment by the Company or any part of it after its subsidiaries for any reason other than Cause, the occurrence Equity Incentive Distribution Event occurs and the consideration that would have been paid in the Class B Hypothetical Payout is higher than the Class B Option Price, then the Company shall pay the Class B Make-Whole amount to the Call Group within 10 Business Days following the payments or distributions to the Class B Members (who are employees at the time of the Equity Incentive Distribution Event) in respect of the Equity Incentive Distribution Event. For the avoidance of doubt, the Class B Make-Whole amount will not be paid in the event of a Non-Registration Event, as defined voluntary termination of employment by the Class B Member or in the Subscription Agreement, unless same were subject event of a termination of the Class B Member’s employment due to cure and cured during the stated cure perioddeath or disability.

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 Company's independent accountants (the "Call NoticeAccountant") during ). The costs of such Accountant shall be paid by the Company. 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 Company 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 Company 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. (a) On and subject to the terms and conditions of this Agreement, the Seller shall procure that the relevant member of the Retained ALSTOM Group shall on Completion grant to the Purchaser the right to require such member of the Retained ALSTOM Group to sell the US Business or (at the Purchaser’s option if its Group has not already acquired the US Company) the US Company (provided that the Purchaser will only be entitled to exercise its option to purchase the US Business after Approval of the CE Plan) to a Purchaser’s Group member, free from all Encumbrances (the “Call Option”) and the parties thereto shall execute a deed in the form of Part B of Schedule 6 which shall apply to the US Business or the US Company, as the case may be. The Company US Business or US Company, as the case may be, shall be sold and purchased substantially on and subject to the terms and conditions of the Local Transfer Agreement. In the event the Purchaser elects to exercise its option to purchase the US Company, it shall have the option right to "call" require that the Warrants (relevant member of the "Warrant Call"), in accordance with and governed by Retained ALSTOM Group shall be a person other than API. The consideration for the following: (a) The US Business or the US Company shall exercise be that part of the Warrant Call by giving Enterprise Value apportioned to each Warrant Holder the US Business as adjusted pursuant to clause 4.2 as if it were an Affected Unit other than a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercisedMinor Unit. (b) The Company's right Call Option may be exercised by service of notice to exercise the Warrant Call shall commence US Company and the Seller (such notice to be served in accordance 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 provisions 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 Agreement) at any time unless until 6:00 pm on the Warrant Shares ninetieth day following the Completion Date (or, if such day is not a Business Day, the next following Business Day) (the “Option Period”). Within 5 Business Days of such service, API (or such other entity as may be the transferor) shall (and the Seller shall procure that API or such other entity shall) duly execute the Local Transfer Agreement relating to be delivered upon exercise the US Business or US Company. If the Call Option is not duly exercised before the end of the WarrantOption Period, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on then the transfer books of the CompanyCall Option shall lapse. (c) Unless otherwise agreed to by If Completion has occurred but the Warrant HolderCall Option is not exercised before the end of the Option Period, the Call Notices must be Purchaser shall pay to ALSTOM Holdings the sum of €26.3 million in consideration of the continuing application of the covenants 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 clause 12 to the amounts US Business, on the Business Day following expiry of Common Stock which can be purchased the Option Period by telegraphic transfer in immediately available funds to such account as ALSTOM Holdings shall notify in writing to the respective Warrant Holders in accordance with the respective Warrant held by eachPurchaser. (d) The Company may give a Call Notice in connection with up to 50% provisions of Schedule 24 shall apply to: (i) the conduct of the Common Stock issuable upon exercise US Business by API until completion of this Warrant provided its sale pursuant to the closing bid price Call Option; and (ii) the rights and obligations of the Common Stock as reported by Retained ALSTOM Group and the Principal Market as defined Purchaser’s Group in relation to the Subscription Agreement, for each trading day US Business if the Call Option is not exercised 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 Option 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 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 (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 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 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 -------------------------------------------------------------------------------- Asset Purchase Agreement 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. (dc) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided if and only if the closing bid sale 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 each of the ten (10) trading day during the thirty days prior to but not including the giving date of the Call Notice (the "Lookback Period") is 200% of the Purchase Price at least $.90 and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 twenty-five thousand (25,000) 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. (ed) 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 or deliver the Warrant Shares issued upon cashless exercise 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 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- c▇▇▇▇ 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 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 Fourth 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 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) At any time, and from time to time, from and after the third anniversary of the HTEC Closing, GTLS shall have the option right, but not the obligation, to "call" require ISQ and its Affiliates to sell up to an aggregate of 20% of the Warrants ISQ Shares at a purchase price for each Share for which such election is made that achieves the ISQ Call Settlement Price per Share purchased pursuant to this Section 4 (the "Warrant Call"“Call Option Purchase Price”), upon the terms and conditions set forth 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 this Section 4 (the "“Call Notice") during Option”). GTLS may not assign its right to purchase ISQ Shares pursuant to this Section 4 to any Person other than to its Subsidiaries; provided, however, that, in the period event of any such assignment to its Subsidiaries, GTLS shall remain subject to and fully responsible for its obligations set forth in which this Section 4 upon any exercise of the Warrant Call may Option. To the extent the ISQ Shares to be exercisedpurchased pursuant to the Call Option are held by more than one Person, ISQ shall have the right, in its sole discretion, to allocate the number of ISQ Shares to be purchased from each ISQ Entity. (bB) The Company's right In the event that GTLS is considering exercising the Call Option, GTLS shall request in writing that ISQ provides the then-current Call Option Purchase Price with respect to a specified number of ISQ Shares and one or more potential Call Option Closing Dates (as defined below), and ISQ shall deliver such Call Option Purchase Price (along with ISQ’s calculation of such Call Option Purchase Price and reasonable backup information evidencing the same) within ten Business Days following ISQ’s receipt of such request. Thereafter, to exercise the Warrant Call Option, GTLS shall commence with deliver to ISQ written notice executed by GTLS of such exercise (the actual effective “Call Option Notice”) containing (i) the date (such date, the “Call Option Closing Date”) on which the acquisition of the registration statement described ISQ Shares identified in Section 10.1(iv) of the Subscription Agreement and thereafterCall Option Notice is to be consummated (the “Call Option Closing”), 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 least five Business Days following the date the Call Option Notice is given and through delivered to ISQ, (ii) the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant number of Shares to be delivered upon exercise purchased and (iii) the Call Option Purchase Price per Share as of the Warrantproposed Call Option Closing Date. The Call Option Notice shall be irrevocable except with the prior written consent of ISQ; provided, will however, that, for the avoidance of doubt, in no event shall any request by GTLS for the applicable Call Option AmericasActive:15983729.1 Purchase Price per Share be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable deemed to constitute the Call Option Notice or create any obligation on the transfer books part of GTLS in connection therewith to deliver the CompanyCall Option Notice (or otherwise). (cC) Unless otherwise agreed to On the Call Option Closing Date: (i) ISQ will convey the ISQ Shares identified in the applicable Call Option Notice, free of all Encumbrances (other than those created by the Warrant HolderHTEC Shareholder Agreement, this Agreement or securities Laws), to GTLS; (ii) GTLS will pay in cash to ISQ (or its nominee(s)) by wire transfer to an account designated by ISQ of immediately available funds equal to the Call Option Purchase Price; and (iii) the Parties shall instruct, and shall use its commercially reasonable efforts to cause, the Company to record the transfer of such ISQ Shares to GTLS (or its nominee(s)). The Parties agree that the Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations and each Party will use commercially reasonable efforts to obtain and reasonably cooperate with the other Parties in obtaining all Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Notices must Option Purchase Price set forth in the Call Option Notice shall be given to all Warrant Holders who receive Warrants similar to this Warrant calculated from the HTEC Closing Date until such date of the actual Call Option Closing. For the avoidance of doubt, the Call Option Purchase Price may only be paid in immediately available funds (in terms USD), and GTLS may not satisfy or otherwise pay any portion of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Call Option Purchase Price with GTLS Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by eachStock. (dD) The Each Party agrees to cooperate with the other Parties and the Company may give a to effect the Call Notice in connection Option Closing, including using its reasonable efforts to obtain all applicable Governmental Authorizations, terminating and releasing all Encumbrances on the ISQ Shares, if any (other than those created by the HTEC Shareholder Agreement, this Agreement or securities Laws), and entering into any agreements and instruments and executing any certificates or other documents the Parties or the Board reasonably deem necessary or appropriate to consummate the Call Option Closing. Each Party agrees that it shall use reasonable best efforts to cause the Call Option Closing to occur as promptly as practicable. Each Party agrees that it shall use reasonable best efforts to cause the Call Option Closing to occur as promptly as practicable, subject to compliance with up to 50% the terms 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 Periodforegoing Section 4. (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 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 Beginning on the date that is three (3) months after the date hereof and provided the Company’s Common Shares have, for at least twenty (20) trading days within any period of thirty (30) consecutive trading days including the last trading day of such period, had a closing price per share in excess of $_________, the Company shall have the option right and option, upon not less than thirty (30) calendar days’ and not more than sixty (60) calendar days’ written notice to "the 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 Call"“Redemption Date”), in accordance with and governed by which Redemption Date shall be at least thirty (30) calendar days after the following: date of such notice, for an amount equal to One-Tenth of One Cent (a$0.001) The Company per Warrant; provided, however, that the 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 provisions of Section 3 hereof. Said notice of redemption shall require the Holder to surrender to the Company, not later than on the Redemption Date, at the principal executive offices of the Warrant held by each. (d) The Company may give a Call Notice in Agent, Holder’s 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 Holder of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $0.001 per Warrant for such Warrants, without interest. 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 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 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 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 after the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription AgreementCompany's common stock equals or exceeds _______________ (including any adjustment or reduction of such price pursuant to Section 8 or 9 hereof), for each ______ consecutive trading day during days, the thirty days prior Company shall have the right and option with respect to the giving 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 Call Notice Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Lookback PeriodRedemption Date") 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 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 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.

Call Option. 15.1 The Company Original Shareholders shall have the option right to "call" require the Warrants Company to redeem all of the Preferred Class A Shares held by the Preferred Shareholders pursuant to the terms of this Clause 15 (the "Warrant Call"“Call Option”), . 15.2 To the extent the Preferred Shareholders have not sent their Redemption Notice within 15 Business Days following the date falling five years from the Completion Date. the Original Shareholders shall have the right to deliver a notice in accordance with writing (a “Call Notice”) to the Preferred Shareholders and governed to the Company requesting that the Company redeems any or all of the Preferred Class A Shares held by the following: (a) The Company shall exercise Preferred Shareholders at the Warrant Call by giving to each Warrant Holder a written notice Redemption Price as soon as reasonably practicable following delivery 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 soon 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 reasonably practicable following receipt of the Call Notice ("Lookback Period") is 200% of the Purchase Company shall, to the extent permissible by Turkish law, redeem the relevant Preferred Class A Shares at the Redemption Price and the average daily trading volume Original Shareholders and Preferred Shareholders agree to exercise their voting rights in the Company to effect such redemption. 15.3 If, following receipt of a Call Notice by the Preferred Shareholders, the Company is unable to redeem the number of Preferred Class A Shares set out in the Call Notice at the Redemption Price, owing to the Company’s failure to meet the financial tests required for a share buy back as set out in the Turkish Commercial Code, the Company shall redeem such number of Preferred Class A Shares as it is permitted to redeem pursuant to the Turkish Commercial Code in that financial year and shall by the end of the Common Stock following financial year redeem any remaining Preferred Class A Shares, without prejudice to the rights of the Preferred Shareholders during the Lookback Period is not less than 100,000 Common such period as they continue to hold Preferred Class A Shares. Subject In each such case, the Preferred Class A Shares shall be redeemed pro rata to the other limitations set forth herein, the maximum amount respective holdings 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 PeriodPreferred Shareholders. 15.4 If, on the date falling 30 Business Days (ei) 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. If Notice or (ii) the Warrant Holder fails to timely pay end of the funds required by following financial year, as the Warrant Callcase may be, the Company may elect has failed to cancel a corresponding amount redeem the number 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 Preferred Class A Shares set out in the Subscription AgreementCall Notice at the Redemption Price, unless same were subject to cure and cured during the stated cure periodOriginal Shareholders shall purchase the number of Preferred Class A Shares set out in the Call Notice from the Preferred Shareholders at the Redemption Price.

Call Option. The Company shall have On or before the option earlier to "call" occur of (i) the Warrants date that is six (6) months following the "Warrant Call"Closing Date and (ii) the date on which the Merger (as defined in Section 8(c)) is consummated (such earlier date being referred to as the “Option Expiration Date”), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder or its designee, upon delivery of a written notice by the Company to each Seller that holds Purchased Units, electing to repurchase from such Seller all, but not less than all, of call such Seller’s Purchased Units (a “Call Option Election Notice”) in exchange for the "Call Notice"delivery to such Seller by the Company of cash in an amount equal to the product of (A) during the period percentage set forth opposite such Seller’s name on Schedule B attached hereto and incorporated herein (such Seller’s “Allocation Percentage;” provided that, 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 event that any of the registration statement described in Section 10.1(iv) Seller or any subsequent holder of Purchased Units shall sell or otherwise transfer any of the Subscription Agreement and thereafterPurchased Units, the transferee shall be coterminous with the exercise period allocated a pro rata portion of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"transferor's Allocation Percentage), providedmultiplied by (B) $44,685,715 (such product being referred to herein as such Seller’s “Put/Call Payment Amount”), provided that the registration statement is effective at the Company also contemporaneously delivers a Call Election Notice to each other Seller. On a date specified in the Call Notice Option Election Notices, which date shall be a Business Day that is given and through no later than 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 tenth (10th) day following 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 ’s delivery of the Call Notice ("Lookback Period") is 200% Option Election Notices, the Company shall pay to each Seller such Seller’s Put/Call Payment Amount, by wire transfer of the Purchase Price immediately available funds to an account designated by such Seller, and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject such Seller shall deliver such Seller’s Purchased Units to the other limitations set forth hereinCompany, accompanied by duly authorized unit certificates effecting the maximum amount transfer of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal such Purchased Units 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 NoticeCompany. If the Warrant Holder fails Company has not delivered Call Option Election Notices to timely pay all of the funds required by Sellers on or before the Warrant CallOption Expiration Date, the Company may Company’s right to elect to cancel a corresponding amount of purchase, and each Seller’s obligation to sell, the Purchased Units pursuant to this WarrantSection 2(b) shall terminate. (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 Seller shall have the option to "call" require Buyer to sell ------------- the Warrants (Product Assets to Seller for an immediate cash payment in 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 amount of call $12,000,000 (the "Call NoticeOption Purchase Price") during pursuant to a Product Purchase Agreement substantially similar to the period in which terms contained herein except (a) the Warrant Call may representations and warranties shall be exercised. adjusted as agreed upon by the parties to exclude from their terms any fact, event or failure to act prior to the date hereof (b) The Company's right to exercise the Warrant Call Product Assets 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 not include any tangible assets owned by Buyer as of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given or purchased by Buyer after this date other than Inventory 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 event the thirty days prior to the giving book value 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 Inventory as of the date of the Call Notice. If closing of the Warrant Holder fails exercise of the call option (as calculated in a manner consistent with the calculation contemplated by Section 1.9) (the "Option Closing Inventory Value") varies from that Initial Closing Inventory Value (i) to timely pay the funds required by extent that the Warrant CallOption Closing Inventory Value is less than the Initial Closing Inventory Value, the Company Call Option Purchase Price shall be adjusted downward on a dollar-for-dollar basis or (ii) to the extent that the Option Closing Inventory Value is more than the Initial Closing Inventory Value, at the option of Seller, either the Call Option Purchase Price shall be adjusted upward on a dollar-for-dollar basis and all Inventory shall be transferred to Seller or the Call Option purchase price shall remain at $12,000,000 and Buyer shall retain (and 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 sell in the Subscription Agreement, unless same were subject ordinary course of business) Inventory with a book value in excess of the Initial Closing Inventory Value. In the event that Seller exercises its option to cure and cured during buy the stated cure period.Product Assets the Buyer shall not be obligated to transfer such Product Assets to Seller until it receives the aforesaid $12,000,000 in immediately available funds (as adjusted for Inventory) 2.2

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 la▇▇▇▇▇▇▇▇.▇▇▇ ▇LC or any of its direct or indirect subsidiaries (assuming such assets of la▇▇▇▇▇▇▇▇.▇▇▇ ▇LC 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 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 irrevocable right, subject to "call" satisfaction of the Warrants (the "Warrant Call"conditions in this Section 2(f), 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 cause the exercise of this Warrant (the "Warrant SharesForced Exercise"), providedif, 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 from the Warrant Shares to be delivered upon exercise Initial Exercise Date and Until the Termination Date, the average VWAP of the WarrantCommon Shares during any ten (10) Trading Day period shall equal or exceed $10.00, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books subject to adjustment as set forth in Section 3 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 "Forced Exercise VWAP Condition"). Once 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 CallForced Exercise VWAP Condition has been satisfied, the Company may elect effect its Forced Exercise right in whole or in part at any time by delivering prior written notice to cancel the Holder at least ten (10) Trading Days ("Forced Exercise Notice") prior to the initial effective date of such Forced Exercise (the "Forced Exercise Effective Date"). In order to effectuate a corresponding amount Forced Exercise, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) the Company shall be subject to the filing requirements under the Exchange Act and shall be current in its filing requirements under the Exchange Act in all material respects; (ii) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant. ; (fiii) The the Warrant Shares under this Warrant called by the Company for a Forced Exercise may be issued in compliance with the Beneficial Ownership Limitation, provided that in the event the Forced Exercise would otherwise cause the Holder to exceed the Beneficial Ownership Limitation, the Company shall only issue such number of Common Shares to the Holder that would not cause the Holder to exceed the maximum number of Common Shares permitted thereunder with the balance to be held in abeyance until, at the Company's election, the earlier of (a) notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through the Existing Warrant which shall be deemed prepaid thereafter, and exercised pursuant to a Notice of Exercise in the Existing Warrant (provided no additional exercise price shall be payable) (b) the 61st day from the original Forced Exercise Conversion Date, and (iv) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective registration statement of the Company which covers the Holder's immediate resale of all of the Warrant Shares without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to Call exercise 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.ten (10) Trading Days prior to the Forced Exercise Effective Date pursuant to the terms of this Warrant.]1