Common use of Call Right Clause in Contracts

Call Right. (a) Subject to the provisions of this Section 10, if the Closing Price for any twenty (20) consecutive Trading Days exceeds $0.80 (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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the 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 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 30th Trading Day following the date of receipt of 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 Call Date through and including 6:30 p.m. (New York City time) on the Redemption Date.

Call Right. (a) Subject to the provisions of this Section 1013, if at any time prior to conversion of this Debenture pursuant to Section 5 the Closing Price for any twenty of the Common Stock is equal to or above $16.00 (20as adjusted pursuant to Section 11(a)) consecutive Trading Days exceeds $0.80 (the “Threshold Call Price”)) for each of 20 consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder Investor an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will Investor shall be referred to as the “Call Date.” Within 30 Trading Days of days after receipt of the Call Notice, and provided that the Holder shall exercise Investor is permitted to convert this Warrant for up Debenture pursuant to Section 5 above, the Call Amount Investor may convert this Debenture in whole or in part in accordance with Section 4 5 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City Central time) on the 30th Trading Day day following the date of receipt of the Call Notice (the “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 time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City Central time) on the Redemption Date. (c) Notwithstanding anything to the contrary set forth in this Debenture, 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 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Call Price through the Redemption Date (the “Call Period”) (i) the Company shall have honored in accordance with the terms of this Debenture any Conversion Notice delivered by 6:30 p.m. (Central time) on or prior to the Redemption Date, (ii) all Equity Conditions Are Satisfied, and (iii) the Closing Price of the Company’s Common Stock is equal to or above the Call Price.

Call Right. (a) Subject to the provisions of this Section 1012, if the Closing Price Prices for any twenty (20) 10 consecutive Trading Days exceeds $0.80 0.65 (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") for $0.001 per share (the "CALL PRICE PER SHARE"); 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 any twenty (20) consecutive Trading Days have exceeded the 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. The date that the Company delivers the Call Notice Amount and (b) an amount in cash equal to the 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 product from multiplying the Call Amount in accordance with Section 4 above. 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 30th 10th Trading Day following the date of receipt of the a bona fide 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 Date 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 1011, if the Closing Price Prices for any twenty (20) consecutive Trading Days exceeds $0.80 100% of the Exercise Price (the “Threshold Price”), then the Company will have the right, but not obligation (the “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”); provided, however, that the Call Right shall only be exercisable by delivering during a Call Notice (as defined below) within ten (10) Trading Days of such period in which the Closing Prices for any the twenty (20) consecutive Trading Days immediately preceding the Call Date (as defined below) have exceeded the Threshold Price. (ba) To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the 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 in accordance with Section 4 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day following the date of receipt of 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 Call 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 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date (the “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.

Call Right. (a) 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 10, if the Closing Price for any twenty (20) consecutive Trading Days exceeds $0.80 (the “Threshold Price”4.3(b)(x), then the Company will shall have the right, right (but not obligation 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 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 (the “Call RightOption Shares”) to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered ). Such option (the “Call AmountOption”) shall be exercisable upon delivery of a written 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, the Regions Designated Holder and the Company shall negotiate in good faith to determine the Fair Market Value; provided, however, that if the Call Right shall only be exercisable by delivering a Call Notice (as defined below) within ten (10) Trading Days Regions Designated Holder and the Company cannot agree on the Fair Market Value on or prior to the 10th day of such period in which 60-day period, then at any time after the Closing Prices for any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, 10th day the Company shall deliver engage an independent nationally recognized investment banking firm to determine the Holder an irrevocable written notice (a “Call Notice”), indicating Fair Market Value within such 60-day period. If the Call AmountOption is not exercised within such 60-day period by the Company it shall be deemed to be waived. The date that the Company delivers the Call Option Notice to the Holders will once delivered shall be referred to as the “Call Date.” Within 30 Trading Days of receipt irrevocable. The purchase of the Call NoticeOption Shares shall occur no later than the 30th day (or if such day is not a Business Day, the Holder shall exercise this Warrant for up to first Business Day thereafter) following the Call Amount in accordance with Section 4 above. Any portion delivery of the Call Amount that is not exercised by 6:30 p.m. (New York City time) Option Notice. Delivery of certificates or other instruments evidencing the Call Option Shares, duly endorsed for transfer and free and clear of all liens, shall be made on such date against payment in cash of the 30th Trading Day following purchase price therefor. At the date of receipt closing, all the parties to the transaction shall execute such additional documents and take such further actions as are otherwise reasonably necessary or appropriate to effect the purchase and sale of 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 Call Date through and including 6:30 p.m. (New York City time) on the Redemption DateOption Shares.

Call Right. (a) Subject to If (i) the provisions Registration Statement covering all of this Section 10, if the Closing Price for any twenty (20) consecutive Trading Days exceeds $0.80 shares of Common Stock (the “Threshold PriceCompany Shares”), then ) issuable upon exercise of all of the Company will have Warrants is effective and a current prospectus relating to the rightCompany Shares issuable upon exercise of all of the Company Warrants is available, but not obligation (in each case at all times from and including the “Call Right”) to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call Amount”); provided, however, date that the Call Right shall only be exercisable by delivering a applicable Call Notice (as defined below) within ten is sent by the Company through and including the fourth Trading Day after the applicable Call Date (10as defined below), or, if the 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 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 $3.84 (the "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 may, no more than three Trading Days after the last day of such period in Measurement Period, call for cancellation all or any portion of the outstanding Company Warrants (including, without limitation, this Warrant) for which a Notice of Exercise has not yet been delivered (such right, a “Call”). Any Call by the Closing Prices 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Pricewhich 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 of this Warrant) an irrevocable written notice (a “Call Notice”), indicating therein the Call Amount. The date that unexercised portion of the Company delivers Warrants registered in the name of such holder to which such Call 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 have been received by 5:00 p.m., New York City time, on the 60th calendar day after the date the Call Notice is sent to the Holders will be referred to as Holder or, if such day is not a Business Day, the next succeeding Business Day (such date, the “Call Date.” Within 30 Trading Days of receipt of the Call Notice”) will be cancelled automatically immediately after 5:00 p.m., the Holder shall exercise this Warrant for up to the Call Amount 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 30th Trading Day following the date of receipt of the such 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 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 Call Date exercise is to be by cashless exercise pursuant to Section 3(a)(ii)) the 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 DateCall 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 Section 3, will issue and deliver to the 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 Section 4, deliver subsequent Call Notices for any unexercised portion of the Company Warrants.

Call Right. (a) Subject to the provisions of this Section 1011, if at any time after the Effective Date, the Closing Price of the Common Stock on the NASDAQ National Market is equal to or greater than $10 per share (as adjusted for any twenty (20stock splits, stock combinations, stock dividends and other similar events) consecutive Trading Days exceeds $0.80 (the “Threshold Price”)) for each of any thirty (30) consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 30 10 Trading Days of receipt of the Call Notice, and provided that the Holder is permitted to exercise this Unit Warrant pursuant to Section 4(a) above, the Holder shall exercise this Warrant for up to the extent of the Call Amount in accordance with Section 4 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day following the date of receipt of the Call Notice (the “Redemption Date”) shall be cancelled. 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 time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Redemption Date10th Trading Day following the Call Notice. (c) Notwithstanding anything to the contrary set forth in this Unit Warrant, the Company may not deliver a Call Notice (and any Call Notice will be void), unless from the beginning of the thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Holder exercises the Call Amount (the “Call Period”) (i) 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 Call Date and (ii) the Registration Statement shall be effective as to all Underlying Shares and the prospectus thereunder available for use by the Holder for the resale all such Underlying Shares.

Call Right. (a) Subject to the provisions of this Section 1012, if at any time after the Effective Date, the Closing Price of the Common Stock on the NASDAQ National Market is equal to or above 140% of the Exercise Price (as adjusted for any twenty (20stock splits, stock combinations, stock dividends and other similar events) consecutive Trading Days exceeds $0.80 (the “Threshold Price”)) for each of any thirty consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this the Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), ) indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 30 10 Trading Days of receipt of the Call Notice, and provided that the Holder shall is permitted to exercise this Warrant for up pursuant to Section 4(a) above, the Call Amount Holder may exercise this Warrant in whole or in part in accordance with Section 4 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th 10th Trading Day following the date of receipt of the Call Notice (the “Redemption 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 time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (c) 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 thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Holder exercises the Call Amount (the “Call Period”) (i) 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 Call Date, (ii) the Registration Statement shall be effective as to all Underlying Shares and the 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 pursuant 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. (a) 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 1014.6, if the Closing Price for any twenty (20) consecutive Trading Days exceeds $0.80 (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”); provided, however, that Holder. The Company may exercise its call right on the Call Right shall only be exercisable date of repayment of the Obligations by delivering a Call Notice (as defined below) within ten (10) Trading Days of such period in which the Closing Prices for any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, the Company shall deliver providing written notice to the Holder an irrevocable written notice (a the “Call Notice”), indicating . Any exercise by the Call AmountCompany of its call right shall be irrevocable. The date that closing of the purchase by the Company, and the sale by the Holder, of this Warrant, following exercise by the Company delivers the Call Notice to the Holders will be referred to as of its call right (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 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 30th Trading Day following the date of receipt of the Call Notice (the “Redemption DateClosing”) 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 Price (as defined below) therefor in cash by wire transfer of immediately available funds to Holder’s designated account. As used herein: “Call Price” shall mean prior to the six-month anniversary of the date of this Warrant, the higher of (a) $125,000 and (b) the Current Market Price, and after such six-month anniversary of the date of this Warrant, the higher of (a) $250,000 and (b) the Current Market Price. If Holder tenders this Warrant at the Call Notice does not pertain (Closing and the “Remaining Portion”) will be unaffected by such Company fails to tender payment of the required aggregate Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to Price at the Call Amount that are tendered from Closing, then the Company’s call right shall thereupon terminate and be of no force or effect, notwithstanding its previous exercise thereof, and the Company shall 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 Company’s exercise of such call right and failure to tender such aggregate Call Date through and including 6:30 p.m. (New York City time) on the Redemption DatePrice.

Call Right. (a) Subject to the provisions of this Section 1011, if after the six month anniversary of the Effective Date, the Closing Price Prices for any twenty (20) consecutive Trading Days exceeds $0.80 200% of the Exercise Price (the “Threshold Price”"THRESHOLD PRICE"), then the Company will have the right, but not the obligation (the “Call Right”) "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”"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 any twenty (20) consecutive Trading Days have exceeded the 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 AmountAmount and (b) an Exchange Warrant (as defined below). The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date"CALL DATE.” " Within 30 10 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the Call Amount in accordance with Section 4 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th 10th Trading Day following the date of receipt of 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”"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 Call Date through and including 6:30 p.m. (New York City time) on the Redemption Date. (c) 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 Redemption Date (the "CALL PERIOD") (i) 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 Call Date, and (ii) 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. 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. (a) Subject to the provisions of this Section 1015, if after the Closing Price 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 twenty (20stock splits, stock combinations, stock dividends and other similar events) consecutive Trading Days exceeds $0.80 (the “Threshold Price”)) for each of fifteen (15) consecutive Trading Days, then the Company will shall have the right, but not the obligation (the “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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 30 Trading Days twenty (20) days of receipt of the Call Notice, and provided that the Holder shall is permitted to exercise this Warrant for up pursuant to Section 4 above, the Call Amount Holder may exercise this Warrant in whole or in part in accordance with Section 4 5 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day 20th day following the date of receipt of the Call Notice (the “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 time of delivery of the Call Date Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (c) Any Call Notice delivered pursuant to this Section 15 shall become null and void, and of no force or effect, if at any time within the twenty-day period following the Call Date, (a) (i) the Registration Statement shall not be effective as to all of the 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 of such shares, 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 10, if the Closing Price for any twenty (20) consecutive Trading Days exceeds $0.80 1.00 (the “Threshold Price”), then the Company will have the right, but not obligation (the “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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the 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 in accordance with Section 4 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day following the date of receipt of 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 Call Date through and including 6:30 p.m. (New York City time) on the Redemption Date.

Call Right. (a) Subject to If following the provisions of this Section 10Effective Date, if the Closing Price Prices for any twenty (20) 20 consecutive Trading Days exceeds $0.80 150% of the Exercise Price (the “Threshold Price”, and such 20 day period, the “Threshold Period”), then the Company will have the right, but not obligation (the “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”); provided, however, provided that the Call Right shall only must be exercisable by delivering a Call Notice (as defined below) exercised within ten (10) 20 Trading Days of such period in which the Closing Prices for any twenty (20) consecutive Trading Days have exceeded last day of the Threshold PricePeriod. (b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 30 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the entire Call Amount in accordance with Section 4 4(b) above. Any portion of The date on which the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day following the date of receipt of the Call Notice (is referred to herein as the “Redemption Forced Exercise 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 Call Date through and including 6:30 p.m. (New York City time) on the Redemption Forced Exercise Date. 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 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Forced Exercise 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 Forced Exercise Date, (iii) the 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 Underlying Shares issuable upon exercise of the Call Amount, and (iv) the 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 each Trading Day in such Call Period) is greater than 100,000 shares. (c) Notwithstanding anything herein to the contrary, (i) in connection with the 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 10, if after the Closing Price Effective Date the closing sales price of the Common Stock as reported by Bloomberg Financial L.P. for any twenty (20) consecutive Trading Days exceeds $0.80 (the “"Measurement ----------- 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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) delivered. To exercise this Call Rightright, the Company shall must deliver to the Holder an irrevocable written notice (a “"Call ---- Notice”"), indicating therein the portion of unexercised portion of this Warrant ------ to which such notice applies. If the conditions for such Call Amount. The are satisfied from the period from the date that the Company delivers 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 Form of Election to Purchase shall not 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 tenth Trading Day after the date the Call Notice is received by the Holder (such date, the "Call Date"). 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 Forms of Election to Purchase with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the 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 Holders will be referred to as Holder 50 Warrant Shares in respect of the “Call Date.” Within 30 Trading Days of exercises following receipt of the Call Notice, and (3) the Holder shall may, through the Expiration Date, exercise this Warrant for up 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 Amount 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 this Warrant (and any Call Notice will be void), unless, from the beginning of the 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Measurement Price equals or exceeds the Threshold Price, (ii) the Company shall have honored in accordance with Section 4 above. Any portion the terms of the Call Amount that is not exercised this Warrant all Forms of Election to Purchase delivered by 6:30 p.m. (New York City time) on the 30th Trading Day following Call Date, (iii) the date of receipt of the Call Notice (the “Redemption Date”) Registration Statement shall be cancelled. Any unexercised portion of this effective as to all Warrant to which Shares and the Call Notice does not pertain prospectus thereunder available for use by the Holder for the resale all such Warrant Shares and (iv) the “Remaining Portion”) will Common Stock shall 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 Call Date through and including 6:30 p.m. (New York City time) listed or quoted for trading on the Redemption DateNasdaq Stock Market.

Call Right. (a) Subject to the provisions of this Section 10, if at any time following the Closing Price earlier of (x) the date following the date on which a Registration Statement has been continuously effective and available for any twenty (20) use by the Holder to resell Warrant Shares for 10 consecutive Trading Days exceeds $0.80 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 (the “Call Amount”); provided, however, that by 6:30 p.m. on the Call Right shall only be exercisable by delivering a Call Notice Date (as defined below) within ten (10) Trading Days of such period in which the Closing Prices for any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) ). To exercise this Call Rightright, the Company shall must deliver to the Holder an irrevocable written notice (a “"Call Notice”"), indicating therein that this Warrant shall be cancelled. If the conditions for such Call Amount. The are satisfied from the period from the date that the Company delivers of the Call 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 tenth Trading Day after the date the Call Notice is received by the Holder (such date, the "Call Date"). The Company covenants and agrees that it will honor all Forms of Election to Purchase with respect to Warrant Shares that are tendered from the Holders will be referred to as time of delivery of the “Call Notice through 6:30 p.m. (New York City time) on the Call Date.” Within 30 Trading Days of receipt of (b) Notwithstanding anything to the Call Noticecontrary set forth in this Warrant, the Holder shall exercise Company may not deliver a Call Notice or require the cancellation of this Warrant for up to (and any Call Notice will be void), unless, (i) the Call Amount Company shall have honored in accordance with Section 4 above. Any portion the terms of the Call Amount that is not exercised this Warrant all Forms of Election to Purchase delivered by 6:30 p.m. (New York City time) on the 30th Trading Day following Call Date, (ii) the date of receipt of the Call Notice (the “Redemption Date”) Registration Statement shall be cancelled. Any unexercised portion of this effective as to all Warrant to which Shares and the Call Notice does not pertain prospectus thereunder available for use by the Holder for the resale all such Warrant Shares and (iii) the “Remaining Portion”) will Common Stock shall 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 Call Date through and including 6:30 p.m. (New York City time) listed or quoted for trading on the Redemption DateNasdaq Stock Market.

Call Right. (a) Subject to the provisions of this Section 1012, if at any time after the Closing Price 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 twenty (20stock splits, stock combinations, stock dividends and other similar events) consecutive Trading Days exceeds $0.80 (the “Threshold Price”)) for each of any twenty consecutive Trading Days occurring after the 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”) ), 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”); 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 any twenty (20) consecutive Trading Days have exceeded the Threshold Price. (b) To exercise this the Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), ) indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will Holder shall be referred to as the “Call Date.” Within 30 20 Trading Days of receipt of the Call Notice, and provided that the Holder shall is permitted to exercise this Warrant for up pursuant to Section 4 above, the Holder may exercise this Warrant in whole or in part be delivering to the Call Amount 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 30th 20th Trading Day following the date of receipt of the Call Notice (the “Redemption 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 Call Date through Exercise Price for the number of 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 including is received by the Company prior to 6:30 p.m. (New York City time) on the Redemption Cancellation Date. (c) 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 twenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Cancellation Date (the “Call Period”) (i) 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 Call Date, (ii) the Registration Statement shall be effective as to all of the Warrant Shares and the 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.