Common use of Call Right Clause in Contracts

Call Right. Subject to the provisions of this Section 12, if the Closing Prices for any 10 consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE"), then the Company will have the right, but not obligation (the "CALL RIGHT"), to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT") for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"), indicating the Call Amount and (b) an amount in cash equal to the product from multiplying the Call Amount by the Call Price Per Share. (a) Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th Trading Day following the date of receipt of a bona fide Call Notice (the "REDEMPTION DATE") shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all such Warrant Shares.

Call Right. (a) Subject to the provisions of this Section 1210, if the Closing Prices Price for any 10 twenty (20) consecutive Trading Days exceeds $0.65 0.80 (the "THRESHOLD PRICE"“Threshold Price”), then the Company will have the right, but not obligation (the "CALL RIGHT"), “Call Right”) to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”); provided, however, that the Call Right shall only be exercisable by delivering a Call Notice (as defined below) within ten (10) Trading Days of such period in which the Closing Prices for $0.001 per share any twenty (20) consecutive Trading Days have exceeded the "CALL PRICE PER SHARE"). Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holders will be referred to as the “Call Date.” Within 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the Call Amount by the Call Price Per Share. (a) in accordance with Section 4 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th 30th Trading Day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder of the Call Notice Date through and including 6:30 p.m. (New York City time) on the Redemption Date. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all such Warrant Shares.

Call Right. (a) Subject to the provisions of this Section 1213, if at any time prior to conversion of this Debenture pursuant to Section 5 the Closing Prices Price of the Common Stock is equal to or above $16.00 (as adjusted pursuant to Section 11(a)) (the “Call Price”) for any 10 each of 20 consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE")Days, then the Company will shall have the right, but not the obligation (the "CALL RIGHT"“Call Right”), on at least 30 days’ prior written notice to the Investor to redeem any unexercised portion all (but not part) of the unpaid principal balance of this Warrant Debenture for which an Exercise a Conversion Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”). (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver to the Holder (a) Investor an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Investor shall be referred to as the “Call Date.” Within 30 days after receipt of the Call Amount by Notice, and provided that the Call Price Per Share. (a) Investor is permitted to convert this Debenture pursuant to Section 5 above, the Investor may convert this Debenture in whole or in part in accordance with Section 5 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City Central time) on the 10th Trading Day 30th day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Redemption Date”) shall be cancelledcancelled upon the payment by the Company to the Investor of the Call Amount, plus all accrued but unpaid interest thereon through the date of payment. Any unexercised portion of this Warrant Debenture to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Conversion Notice with respect to the Call Amount that are is tendered to the Company from the date time of receipt by the Holder delivery of the Call Notice through and including 6:30 p.m. (New York City Central time) on the Redemption Date. (bc) Notwithstanding anything to the contrary set forth in this WarrantDebenture, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Call Price through the date on which the Company delivers the Call Notice to the Holder Redemption Date (the "CALL PERIOD"): “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant Debenture any Exercise Conversion Notice delivered by 6:30 p.m. (New York City Central time) on or prior to the Redemption Date, (ii) all Equity Conditions Are Satisfied, and (iii) the Registration Statement shall be effective as Closing Price of the Company’s Common Stock is equal to all Warrant Shares and or above the Prospectus thereunder available for use by the Holder for the resale all such Warrant SharesCall Price.

Call Right. (a) Subject to the provisions of this Section 1215, if after the Closing Prices Effective Date the closing price of the Company’s Common Stock on its principal Trading Market is equal to or above $10.00 (as adjusted for any 10 stock splits, stock combinations, stock dividends and other similar events) (the “Threshold Price”) for each of fifteen (15) consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE")Days, then the Company will shall have the right, but not the obligation (the "CALL RIGHT"“Call Right”), on twenty (20) days prior written notice to the Holder, to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”). (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holder shall be referred to as the “Call Date.” Within twenty (20) days of receipt of the Call Amount by Notice, and provided that the Call Price Per Share. (a) Holder is permitted to exercise this Warrant pursuant to Section 4 above, the Holder may exercise this Warrant in whole or in part in accordance with Section 5 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th Trading Day 20th day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Redemption Date”) shall be cancelledand become void and of no value. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are is tendered to the Company from the date time of receipt by the Holder delivery of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (bc) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Any Call Notice will be delivered pursuant to this Section 15 shall become null and void), unless from and of no force or effect, if at any time within the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers twenty-day period following the Call Notice to the Holder Date, (the "CALL PERIOD"): a) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall not be effective as to all Warrant Shares and of the Prospectus thereunder shares to be issued upon exercise of this Warrant, or the prospectus under the Registration Statement shall not be available for use by the Holder for the resale all of such Warrant Sharesshares, or (ii) the Common Stock shall not be quoted for trading on the Nasdaq SmallCap Market or any other Trading Market (other than as a result of a temporary suspension of trading affecting the applicable Trading Market generally), and (b) the Holder sends a written notice to the Company within such twenty-day period indicating that it has elected to terminate the Call Notice.

Call Right. (a) Subject to the provisions of this Section 12, if at any time after the Closing Prices Effective Date, the VWAP of the Common Stock on the Company’s Trading Market is equal to or above $10.50 (as adjusted for any 10 stock splits, stock combinations, stock dividends and other similar events) (the “Threshold Price”) for each of any twenty consecutive Trading Days exceeds $0.65 (occurring after the "THRESHOLD PRICE")second anniversary of the Effective Date, then the Company will at any time thereafter shall have the right, but not the obligation (the "CALL RIGHT"“Call Right”), on 20 Trading Days prior written notice to redeem the Holder, to cancel any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered prior to the Cancellation Date (the "CALL AMOUNT"“Call Amount”). (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this the Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"), “Call Notice”) indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holder shall be referred to as the “Call Date.” Within 20 Trading Days of receipt of the Call Amount by Notice, and provided that the Call Price Per Share. (a) Holder is permitted to exercise this Warrant pursuant to Section 4 above, the Holder may exercise this Warrant in whole or in part be delivering to the Company an Exercise Notice in accordance with Section 4 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th 20th Trading Day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Cancellation Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount Amount, provided that are tendered from such Exercise Notice is in proper form, duly signed and delivered accompanied by full payment of the date Exercise Price for the number of receipt Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice) in accordance with Section 4 above and is received by the Holder of the Call Notice through and including Company prior to 6:30 p.m. (New York City time) on the Redemption Cancellation Date. (bc) Notwithstanding anything to the contrary set forth in this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), ) unless from the beginning of the 10 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder Cancellation Date (the "CALL PERIOD"): “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered in accordance with Section 4 above by 6:30 p.m. (New York City time) on the Redemption Call Date, and (iiiii) the Registration Statement shall be effective as to all of the Warrant Shares and the Prospectus prospectus thereunder available for use by the Holder for the resale all such Warrant Shares, or the Warrant Shares qualify for resale without restriction under Rule 144(k), (iii) the average of the VWAP for the Trading Days during the Call Period is equal to or greater than the Threshold Price, and (iv) the Company has not breached any of its material obligations under the Transaction Documents.

Call Right. (a) Subject to the provisions of this Section 1210, if at any time following the Closing Prices earlier of (x) the date following the date on which a Registration Statement has been continuously effective and available for any use by the Holder to resell Warrant Shares for 10 consecutive Trading Days exceeds $0.65 and (y) 150 days following the "THRESHOLD PRICE")Closing Date, then the Company will have the right, but not obligation (the "CALL RIGHT"), to redeem any unexercised may call for cancellation a portion or all of this Warrant for which an Exercise Notice a Form of Election to Purchase has not yet been delivered by 6:30 p.m. on the Call Date (the "CALL AMOUNT") for $0.001 per share (the "CALL PRICE PER SHARE"as defined below). To exercise this Call Rightright, the Company shall must deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICECall Notice"), indicating therein that this Warrant shall be cancelled. If the conditions for such Call Amount and (b) an amount in cash equal to are satisfied from the product period from multiplying the Call Amount by the Call Price Per Share. (a) Any portion date of the Call Amount that is not exercised by Notice through and including the Call Date (as defined below), then this Warrant shall be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day following after the date of receipt of a bona fide Call Notice (the "REDEMPTION DATE") shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected is received by the Holder (such date, the "Call NoticeDate"). The Company covenants and agrees that it will honor any Exercise Notice all Forms of Election to Purchase with respect to the Call Amount Warrant Shares that are tendered from the date time of receipt by the Holder delivery of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Call Date. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount this Warrant (and any Call Notice will be void), unless from the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): unless, (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice all Forms of Election to Purchase delivered by 6:30 p.m. (New York City time) on the Redemption Call Date, and (iiiii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus prospectus thereunder available for use by the Holder for the resale all such Warrant SharesShares and (iii) the Common Stock shall be listed or quoted for trading on the Nasdaq Stock Market.

Call Right. (a) Subject to the provisions of this Section 12, if at any time after the Effective Date, the Closing Prices Price of the Common Stock on the NASDAQ National Market is equal to or above 140% of the Exercise Price (as adjusted for any 10 stock splits, stock combinations, stock dividends and other similar events) (the “Threshold Price”) for each of any thirty consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE")Days, then the Company will shall have the right, but not the obligation (the "CALL RIGHT"“Call Right”), on 10 Trading Days prior written notice to redeem the Holder, to cancel any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered prior to the Cancellation Date (the "CALL AMOUNT"“Call Amount”). (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this the Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"), “Call Notice”) indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holder shall be referred to as the “Call Date.” Within 10 Trading Days of receipt of the Call Amount by Notice, and provided that the Call Price Per Share. (aHolder is permitted to exercise this Warrant pursuant to Section 4(a) above, the Holder may exercise this Warrant in whole or in part in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th Trading Day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Cancellation Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are is tendered to the Company from the date time of receipt by the Holder delivery of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (bc) Notwithstanding anything to the contrary set forth in this Warrant, unless waived in writing by the Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), ) unless from the beginning of the 10 thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers Holder exercises the Call Notice to the Holder Amount (the "CALL PERIOD"): “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Call Date, and (iiiii) the Registration Statement shall be effective as to all Warrant Underlying Shares and the Prospectus prospectus thereunder available for use by the Holder for the resale all such Underlying Shares, (iii) the Closing Price on each Trading Day during the Call Period is greater than the Threshold Price and (iv) the Equity Conditions are satisfied with respect to all Common Stock and Underlying Shares then issuable upon conversion in full of all the outstanding Series B Preferred Stock and Warrants. (d) Upon the earlier of (i) the exercise of the Warrant Sharespursuant to the Call Notice in Section 12(b) or (ii) the Cancellation Date, the Company shall issue and deliver to the Holder an Exchange Warrant (the “Exchange Warrant”) entitling the Holder to purchase up to such number of shares of Common Stock equal to the Call Amount and containing the same terms and conditions as this Warrant except that (x) the maturity date of the Exchange Warrant shall be seven (7) years from the date of issuance of such Exchange Warrant, and (y) the exercise price shall equal 130% of the arithmetic average of the Volume Weighted Average Prices for the five Trading Days preceding the Cancellation Date. If the Company fails to deliver an Exchange Warrant when due under this Section 12(d), at Holder’s option, the Call Notice issued pursuant to the Company’s right under Section 12(b) shall be void and of no effect. (e) In the event that at any time after the Effective Date the Closing Price of the Company’s Common Stock on the NASDAQ National Market is equal to or above Threshold Price for each of any thirty consecutive Trading Days, then the Holder shall have the right, but not obligation, to require the Company to issue a Call Notice pursuant to Section 12(b) to redeem all or any portion of the unexercised portion of this Warrant in accordance with this Section 12.

Call Right. Subject (a) If (i) the Registration Statement covering all of the shares of Common Stock (the “Company Shares”) issuable upon exercise of all of the Company Warrants is effective and a current prospectus relating to the provisions Company Shares issuable upon exercise of this Section 12all of the Company Warrants is available, in each case at all times from and including the date that the applicable Call Notice (as defined below) is sent by the Company through and including the fourth Trading Day after the applicable Call Date (as defined below), or, if the Closing Prices Holder shall have duly exercised all or any portion of this Warrant by 5:00 p.m., New York City time, on such Call Date, through and including the date of delivery to the Holder of the Warrant Shares issuable upon such exercise, (ii) the two-year anniversary of the Original Issue Date has occurred (iii) the average of the Market Price of the Common Stock for any 10 consecutive 20 Trading Days within a 30-Trading Day period ending no more than three Trading Days prior to the date on which the Call Notice is delivered to the Holder (such 30-Trading Day period hereinafter called the “Measurement Period”) equals or exceeds $0.65 3.84 (the "THRESHOLD PRICE"Threshold Price”) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), (iv) no Restrictive Legend Event has occurred and is continuing and (v) the Common Stock is then listed on a Trading Market, then the Company will have may, no more than three Trading Days after the rightlast day of such Measurement Period, but not obligation (the "CALL RIGHT"), to redeem call for cancellation all or any unexercised portion of the outstanding Company Warrants (including, without limitation, this Warrant Warrant) for which an a Notice of Exercise Notice has not yet been delivered (the "CALL AMOUNT") for $0.001 per share (the "CALL PRICE PER SHARE"such right, a “Call”). Any Call by the Company of only a portion of the Company Warrants (including, without limitation, this Warrant) shall be exercised on a pro rata basis among all the outstanding Company Warrants (including, without limitation, this Warrant) based upon the number of shares of Common Stock issuable upon exercise of all of the Company Warrants for which a Notice of Exercise has not yet been delivered. (b) To exercise this Call Righta Call, the Company shall must deliver to each registered holder of a Company Warrant (including, without limitation, the Holder (aof this Warrant) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating therein the Call Amount and (b) an amount in cash equal to the product from multiplying the Call Amount by the Call Price Per Share. (a) Any unexercised portion of the Company Warrants registered in the name of such holder to which such Call Amount that Notice applies and the time and date by which such portion of such Company Warrants must be exercised to avoid cancellation thereof as described below. Deposit of such Call Notice with a recognized overnight delivery service or with the U.S. Postal Service within the above three Trading Day period shall be considered a timely Call. If the conditions set forth above for such Call are satisfied (including, without limitation, the condition set forth in clause (i) of Section 4(a)), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise and (unless the exercise is to be by cashless exercise pursuant to Section 3(a)(ii)) the applicable aggregate Exercise Price shall not exercised have been received by 6:30 p.m. (5:00 p.m., New York City time) , on the 10th Trading Day following 60th calendar day after the date of receipt of a bona fide the Call Notice is sent to the Holder or, if such day is not a Business Day, the next succeeding Business Day (such date, the "REDEMPTION DATE"“Call Date”) shall will be cancelledcancelled automatically immediately after 5:00 p.m., New York City time, on such Call Date. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. The In furtherance thereof, the Company covenants and agrees that it will honor any all Notices of Exercise Notice with respect to the Warrant Shares subject to a Call Amount Notice that are tendered from tendered, with (unless the date of receipt exercise is to be by cashless exercise pursuant to Section 3(a)(ii)) the Holder of the Call Notice applicable aggregate Exercise Price through and including 6:30 p.m. (5:00 p.m., New York City time, on the Call Date. Any Notice of Exercise delivered following a Call Notice 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 of such Warrant Shares, and (z) prior to 5:00 p.m., New York City time, on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Redemption Date. Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (b2) Notwithstanding anything the Company, in the time and manner required under Section 3, will issue and deliver to the contrary Holder 50 Warrant Shares (or such lesser number of Warrant Shares as shall be issuable in the event of cashless exercise pursuant to Section 3(a)(ii)) in respect of the exercise following receipt of the Call Notice, and (3) the Holder may, until the Expiration Time, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). The Company may, on the terms and subject to the conditions set forth in this WarrantSection 4, deliver subsequent Call Notices for any unexercised portion of the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all such Warrant SharesWarrants.

Call Right. Subject to the provisions of this Section 1211, if the Closing Prices for any 10 twenty (20) consecutive Trading Days exceeds $0.65 100% of the Exercise Price (the "THRESHOLD PRICE"“Threshold Price”), then the Company will have the right, but not obligation (the "CALL RIGHT"“Call Right”), on 30 Trading Days prior written notice to the Holder, to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”); provided, however, that the Call Right shall only be exercisable during a period in which the Closing Prices for the twenty (20) for $0.001 per share consecutive Trading Days immediately preceding the Call Date (as defined below) have exceeded the "CALL PRICE PER SHARE"). Threshold Price. (a) To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holders will be referred to as the “Call Date.” Within 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the Call Amount by the Call Price Per Share. (ain accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th 30th Trading Day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder of the Call Notice Date through and including 6:30 p.m. (New York City time) on the Redemption Date. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder Redemption Date (the "CALL PERIOD"): “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds 90% of the Threshold Price, and (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all such Warrant Shares.

Call Right. (a) Subject to the provisions of this Section 1211, if at any time after the Effective Date, the Closing Prices Price of the Common Stock on the NASDAQ National Market is equal to or greater than $10 per share (as adjusted for any 10 stock splits, stock combinations, stock dividends and other similar events) (the “Threshold Price”) for each of any thirty (30) consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE")Days, then the Company will shall have the right, but not the obligation (the "CALL RIGHT"“Call Right”), on ten (10) Trading Days prior written notice to redeem the Holder, to require that the Holder exercise any unexercised portion of this Unit Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”). (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holder shall be referred to as the “Call Date.” Within 10 Trading Days of receipt of the Call Amount by Notice, and provided that the Call Price Per Share. (aHolder is permitted to exercise this Unit Warrant pursuant to Section 4(a) Any portion above, the Holder shall exercise this Warrant to the extent of the Call Amount that is not exercised by 6:30 p.m. (New York City timein accordance with Section 4(b) on the 10th Trading Day following the date of receipt of a bona fide Call Notice (the "REDEMPTION DATE") shall be cancelledabove. Any unexercised portion of this Unit Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are is tendered to the Company from the date time of receipt by the Holder delivery of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Date10th Trading Day following the Call Notice. (bc) Notwithstanding anything to the contrary set forth in this Unit Warrant, the Company may not require the cancellation of any unexercised deliver a Call Amount Notice (and any Call Notice will be void), unless from the beginning of the 10 thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers Holder exercises the Call Notice to the Holder Amount (the "CALL PERIOD"): “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Unit Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, Call Date and (iiiii) the Registration Statement shall be effective as to all Warrant Underlying Shares and the Prospectus prospectus thereunder available for use by the Holder for the resale all such Warrant Underlying Shares.

Call Right. (a) Subject to the provisions of this Section 1211, if after the six month anniversary of the Effective Date, the Closing Prices for any 10 twenty (20) consecutive Trading Days exceeds $0.65 200% of the Exercise Price (the "THRESHOLD PRICE"), then the Company will have the right, but not the obligation (the "CALL RIGHT"), on 20 Trading Days prior written notice to the Holder to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"). (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"), indicating the Call Amount and (b) an amount in cash equal Exchange Warrant (as defined below). The date that the Company delivers the Call Notice to the product from multiplying Holders will be referred to as the "CALL DATE." Within 10 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the Call Amount by the Call Price Per Share. (ain accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th Trading Day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE") shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the "REMAINING PORTION") will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder of the Call Notice Date through and including 6:30 p.m. (New York City time) on the Redemption Date. (bc) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder Redemption Date (the "CALL PERIOD"): ) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Call Date, and (iiiii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus prospectus thereunder available for use by the Holder for the resale all such Warrant Shares. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, the Closing Prices for each Trading Day during such period exceeds the Threshold Price. (d) Concurrently with the delivery of a Call Notice, the Company shall issue and deliver to the Holder an Exchange Warrant (the "EXCHANGE WARRANT"), containing the same terms and conditions as this Warrant, except that (i) the Exchange Warrant will entitle the Holder to purchase up to such number of shares of Common Stock equal to the amount of Warrant Shares indicated in the Call Notice as being subject to such Call Notice, and (ii) the "Exercise Price" for the Exchange Warrant will equal 120% of the Closing Price on the Trading Day immediately preceding the Call Date. Any Call Notice that is delivered without an Exchange Warrant meeting the requirements of this Section 11(d) will be void and of no effect. (e) Notwithstanding anything to the contrary herein, if after the Effective Date the average of the Closing Prices for any 20 consecutive Trading Days exceeds 250% of the Exercise Price, then the Holder shall have the right to send the Company a written notice (the "HOLDER NOTICE") requiring the Company to exercise its Call Right with respect to all or any portion of this Warrant; provided, however, if the Holder elects to require the Company to exercise its Call Right, the Company shall not be required to issue any Exchange Warrant otherwise issuable as a result of such Call Right. Upon receipt of the Holder Notice, the Company shall issue the Call Notice to the Holder in accordance with this Section 11.

Call Right. Subject If the Company shall not have completed its Initial Public Offering prior to the provisions fifth anniversary of this the date hereof and any Designated Regions Holder thereafter shall make a request for a Demand Registration for the Initial Public Offering pursuant to Section 12, if the Closing Prices for any 10 consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE"4.3(b)(x), then the Company will have the right, but not obligation (the "CALL RIGHT"), to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT") for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver have the right (but not the obligation), in lieu of effecting the Regions Demand Registration so requested, to purchase (or cause its designee to purchase), at a purchase price equal to the Holder Fair Market Value thereof, all but not less than all of the Registrable Securities proposed by the Designated Regions Holders to be included in such Demand Registration (athe “Call Option Shares”). Such option (the “Call Option”) an irrevocable shall be exercisable upon delivery of a written notice (a "CALL NOTICE"the “Call Option Notice”) by the Company to each Regions Stockholder that requested the inclusion of Shares in such Demand Registration (the “Call Option Sellers”) within sixty (60) days after receipt by the Company of the written request pursuant to Section 4.3(b)(x). During such 60-day period, indicating the Regions Designated Holder and the Company shall negotiate in good faith to determine the Fair Market Value; provided, however, if the Regions Designated Holder and the Company cannot agree on the Fair Market Value on or prior to the 10th day of such 60-day period, then at any time after the 10th day the Company shall engage an independent nationally recognized investment banking firm to determine the Fair Market Value within such 60-day period. If the Call Amount and (b) an amount in cash equal to the product from multiplying the Call Amount Option is not exercised within such 60-day period by the Company it shall be deemed to be waived. The Call Price Per Share. (a) Any portion Option Notice once delivered shall be irrevocable. The purchase of the Call Amount that Option Shares shall occur no later than the 30th day (or if such day is not exercised by 6:30 p.m. (New York City timea Business Day, the first Business Day thereafter) on the 10th Trading Day following the date of receipt of a bona fide Call Notice (the "REDEMPTION DATE") shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder delivery of the Call Notice through Option Notice. Delivery of certificates or other instruments evidencing the Call Option Shares, duly endorsed for transfer and including 6:30 p.m. (New York City time) free and clear of all liens, shall be made on such date against payment in cash of the Redemption Date. (b) Notwithstanding anything purchase price therefor. At the closing, all the parties to the contrary set forth in this Warrant, transaction shall execute such additional documents and take such further actions as are otherwise reasonably necessary or appropriate to effect the Company may not require the cancellation of any unexercised Call Amount (purchase and any Call Notice will be void), unless from the beginning sale of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all such Warrant Option Shares.

Call Right. Subject If the Company has fully repaid the Obligations prior to the one year anniversary of the date of issuance of this Warrant, and subject to the provisions of this Section 1214.6, if the Closing Prices for any 10 consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICE"), then the Company will shall have the right, right to purchase all (but not obligation (less than all) of the "CALL RIGHT"), to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (from the "CALL AMOUNT") for $0.001 per share (Holder. The Company may exercise its call right on the "CALL PRICE PER SHARE"). To exercise this Call Right, date of repayment of the Company shall deliver Obligations by providing written notice to the Holder (a) an irrevocable written notice (a "CALL NOTICE"the “Call Notice”), indicating the Call Amount and (b) an amount in cash equal to the product from multiplying the Call Amount . Any exercise by the Call Price Per Share. (a) Any portion Company of its call right shall be irrevocable. The closing of the Call Amount that is not exercised purchase by 6:30 p.m. (New York City time) on the 10th Trading Day Company, and the sale by the Holder, of this Warrant, following exercise by the date Company of receipt of a bona fide Call Notice its call right (the "REDEMPTION DATE"“Call Closing”) shall be cancelledheld at the principal office of Holder or its legal counsel on the second (2nd) business day following Holder’s receipt of the Company’s Call Notice. Any At the Call Closing, Holder shall deliver the unexercised portion of this Warrant to which the Company against receipt from the Company of the aggregate Call Notice does not pertain will be unaffected Price (as defined below) therefor in cash by such wire transfer of immediately available funds to Holder’s designated account. As used herein: “Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect Price” shall mean prior to the Call Amount that are tendered from six-month anniversary of the date of receipt by the Holder of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require higher of (a) $125,000 and (b) the cancellation of any unexercised Call Amount (Current Market Price, and any Call Notice will be void), unless from the beginning after such six-month anniversary of the 10 consecutive Trading Days used to determine whether date of this Warrant, the Common Stock has achieved higher of (a) $250,000 and (b) the Threshold Price through Current Market Price. If Holder tenders this Warrant at the date on which Call Closing and the Company delivers fails to tender payment of the required aggregate Call Price at the Call Notice to Closing, then the Holder (the "CALL PERIOD"): (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold PriceCompany’s call right shall thereupon terminate and be of no force or effect, (ii) notwithstanding its previous exercise thereof, and the Company shall have honored in accordance with indemnify Holder against all costs, expenses (including without limitation reasonable attorneys’ fees), losses and damages paid, suffered or incurred by Holder as a result of the terms Company’s exercise of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, such call right and (iii) the Registration Statement shall be effective as failure to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all tender such Warrant Sharesaggregate Call Price.

Call Right. (a) Subject to the provisions of this Section 1210, if after the Closing Prices Effective Date the closing sales price of the Common Stock as reported by Bloomberg Financial L.P. for any 10 twenty consecutive Trading Days exceeds $0.65 (the "THRESHOLD PRICEMeasurement ----------- Price") exceeds 200% of the Exercise Price measured on the date of the issuance ----- of this Warrant (but subject to equitable adjustment in the event of stock splits, stock combinations and similar events affecting the Common Stock after the date of original issuance of this Warrant) (the "Threshold Price"), then the --------------- Company will have the right, but not obligation (the "CALL RIGHT"), to redeem may call for cancellation any unexercised portion of this Warrant for which an Exercise Notice a Form of Election to Purchase has not yet been delivered (the "CALL AMOUNT") for $0.001 per share (the "CALL PRICE PER SHARE")delivered. To exercise this Call Rightright, the Company shall must deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICECall ---- Notice"), indicating therein the portion of unexercised portion of this Warrant ------ to which such notice applies. If the conditions for such Call Amount and (b) an amount in cash equal to are satisfied from the product period from multiplying the Call Amount by the Call Price Per Share. (a) Any portion date of the Call Amount that is Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Form of Election to Purchase shall not exercised by have been received from and after the date of the Call Notice will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day following after the date of receipt of a bona fide the Call Notice is received by the Holder (such date, the "REDEMPTION DATECall Date") shall be cancelled). Any unexercised portion of --------- this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. The In furtherance thereof, the Company covenants and agrees that it will honor any Exercise Notice all Forms of Election to Purchase with respect to the Warrant Shares subject to a Call Amount Notice that are tendered from the date time of receipt by the Holder delivery of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Call Date. The parties agree that any Form of Election to Purchase delivered following a Call Notice 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Form of Election to Purchase in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, through the Expiration Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 10, the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered Forms of Election to Purchase. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount this Warrant (and any Call Notice will be void), unless unless, from the beginning of the 10 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): Date, (i) the Closing Prices for each Trading Day during such Call Period Measurement Price equals or exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice all Forms of Election to Purchase delivered by 6:30 p.m. (New York City time) on the Redemption Call Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus prospectus thereunder available for use by the Holder for the resale all such Warrant SharesShares and (iv) the Common Stock shall be listed or quoted for trading on the Nasdaq Stock Market.

Call Right. Subject to (a) If following the provisions of this Section 12Effective Date, if the Closing Prices for any 10 20 consecutive Trading Days exceeds $0.65 150% of the Exercise Price (the "THRESHOLD PRICE"“Threshold Price”, and such 20 day period, the “Threshold Period”), then the Company will have the right, but not obligation (the "CALL RIGHT"“Call Right”), on prior written notice in accordance with Section 15(b) to redeem the Holder, to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”); provided that the Call Right must be exercised within 20 Trading Days of the last day of the Threshold Period. (b) for $0.001 per share (the "CALL PRICE PER SHARE"). To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holders will be referred to as the “Call Date.” Within 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for the entire Call Amount in accordance with Section 4(b) above. The date on which the Call Amount by is exercised is referred to herein as the Call Price Per Share. (a) Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th Trading Day following the date of receipt of a bona fide Call Notice (the "REDEMPTION DATE") shall be cancelled“Forced Exercise Date”. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder of the Call Notice Date through and including 6:30 p.m. (New York City time) on the Redemption Forced Exercise Date. (b) . Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder Forced Exercise Date (the "CALL PERIOD"): “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Forced Exercise Date, and (iii) the Registration Statement shall be effective Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all Warrant Underlying Shares issuable upon exercise of the Call Amount, and (iv) the Prospectus thereunder available average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for use by each Trading Day in such Call Period) is greater than 100,000 shares. (c) Notwithstanding anything herein to the Holder for contrary, (i) in connection with the resale all such Warrant Shares.Company’s exercise of a Call Right, the Threshold Percentage limitation on exercise set forth in

Call Right. (a) Subject to the provisions of this Section 1210, if the Closing Prices Price for any 10 twenty (20) consecutive Trading Days exceeds $0.65 1.00 (the "THRESHOLD PRICE"“Threshold Price”), then the Company will have the right, but not obligation (the "CALL RIGHT"“Call Right”), on 30 Trading Days prior written notice to the Holder, to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT"“Call Amount”); provided, however, that the Call Right shall only be exercisable within ten (10) Trading Days of such period in which the Closing Prices for $0.001 per share any twenty (20) consecutive Trading Days have exceeded the "CALL PRICE PER SHARE"). Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a "CALL NOTICE"“Call Notice”), indicating the Call Amount and (b) an amount in cash equal Amount. The date that the Company delivers the Call Notice to the product from multiplying Holders will be referred to as the “Call Date.” Within 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the Call Amount by the Call Price Per Share. (ain accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 10th 30th Trading Day following the date of receipt of a bona fide the Call Notice (the "REDEMPTION DATE"“Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the date of receipt by the Holder of the Call Notice Date through and including 6:30 p.m. (New York City time) on the Redemption Date. (b) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Company delivers the Call Notice to the Holder (the "CALL PERIOD"): (i) the Closing Prices for each Trading Day during such Call Period exceeds the Threshold Price, (ii) the Company shall have honored in accordance with the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, and (iii) the Registration Statement shall be effective as to all Warrant Shares and the Prospectus thereunder available for use by the Holder for the resale all such Warrant Shares.