Common use of Call Right Clause in Contracts

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercise.

Call Right. The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition 1 40% Condition 2 30% Condition 2 30% However, in case that the Companies and their subsidiaries achieve not less than $ 12 million in after-tax income, as determined under US GAAP, for itself the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller Subsidiaries, hereby grants shall be obligated to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions")sell, all of the IP Network assets Seller Shares owned by the Seller and/or at the price of USD 1.00 and it shall be considered that Condition 3 has been met; for purpose of avoiding doubt, under such circumstance, there will be no more call right to be granted to the Purchaser even if the Company and its subsidiaries achieves not less than $ 12 million in after-tax income, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all contract rights associated therewith; providedof the Seller’s Shares then held by the Seller, for without any regard to the purpose of clarification, that telecommunications circuits Conditions being met. The Purchaser shall be entitled to destinations in any exercise such Call Jurisdiction, but originating outside Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseRight.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) Subject to the provisions of this Section 2.5, if at any time after the Registration Statement (as defined in Section 6.1 of the Purchase Agreement) is declared effective, the VWAP of the ADSs on the Company’s Trading Market is equal to or above US$4.76 (representing 400% of the VWAP as defined in Section 1.1 of the Purchase Agreement), as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the “Threshold Price”) for each of any twenty consecutive Trading Days, then the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayCompany at any time thereafter shall have the right, from time to time, mutually agree but not the obligation (the "“Call Jurisdictions"Right”), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent on 20 days’ prior written notice to the Closing permitted under the terms Holder, to cancel any unexercised portion of this Agreement, and all contract rights associated therewith; provided, Warrant for which a Notice of Exercise has not yet been delivered prior to the purpose of clarification, that telecommunications circuits to destinations in any Cancellation Date (the “Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andAmount”). (b) all To exercise the rights and obligations with respect Call Right, the Company shall deliver to the satellite communications agreements and all rights and obligations Holder an irrevocable written notice (a “Call Notice”) indicating the Call Amount. The date that the Company delivers the Call Notice to the Holder shall be referred to as the “Call Date”. Within 20 days of receipt of the Call Notice, the Holder may exercise this Warrant in specific countries with respect thereto, as described whole or in Schedule 5.2(b)part, subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreementhereof, (the "Satellite Rights")as set forth in herein. Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise Any portion of the Call Right in any Call Jurisdiction or with respect to Amount that is not exercised by 5:30 p.m. (New York City time) on the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after 20th day following the date of exercisereceipt of the Call Notice (the “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. (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 Call Date through the Cancellation Date (the “Call Period”) the Registration Statement shall be effective as to all of the Exercise Shares held by the Holder and the prospectus thereunder available for use by the Holder for the resale all such Exercise Shares, or the Exercise Shares held by the Holder qualify for resale under Rule 144.

Call Right. SellerAt any time after the date hereof, IBP Investment Holdings, LLC, a Delaware limited liability company (“Investment Holdings”), TCI Holdings, LLC, f/k/a GNV Holdings, LLC, a Georgia corporation (“TCI”), and IBP Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), may at their individual election prior to December 31, 2014, purchase up to 36,080, 6,820 and 1,100 shares of Common Stock (as such numbers may be adjusted for itself stock splits, reverse splits or stock dividends from and after the Seller Subsidiariesdate hereof) from Cetus, hereby grants to Buyer and the Buyer Subsidiaries the right to respectively, at a purchase price of $0.01 per share (the "“Call Right"”) pursuant to the following assets terms of an Agreement for Purchase and Sale substantially in the form of Exhibit B hereto ("the “Purchase Agreement”). Each of Investment Holdings, TCI and Management Holdings is sometimes referred to herein as an “Option Holder”. If an Option Holder elects to exercise its Call Assets"): Right, it shall send a written notice to such effect, specifying the number of shares of Common Stock to be purchased (the “Option Shares”), to Cetus not less than two (2) days prior to the date on which such purchase and sale shall occur. At the closing of such purchase and sale at the place designated in such written notice, (i) such Option Holder shall deliver (a) in each the aggregate applicable purchase price to Cetus and (b) an executed counterpart of the jurisdictions set forth on Schedule 5.2(aPurchase Agreement and (ii) hereof Cetus shall deliver to such Option Holder (a) a certificate or certificates representing the Option Shares, which shall be duly endorsed (or accompanied by an irrevocable stock power or other instrument of assignment and transfer, duly executed) and otherwise in proper form for transfer (b) Cetus’s written representation and warranty to such Option Holder to the effect that Cetus owns such Option Shares free and clear of any and all liens, claims, charges or encumbrances of any nature, other jurisdictions as Buyer than restrictions imposed by applicable federal or state securities laws and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all c) an executed counterpart of the IP Network assets owned by Purchase Agreement. Each of the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under Option Holders is an intended third- party beneficiary of the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights")Section 8.1. Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the Any exercise of the Call Right in any Call Jurisdiction or accordance with respect this Agreement and the Purchase Agreement shall be subject to the Satellite Rights, Buyer shall assume all liabilities and obligations rescission pursuant to Section 3 of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercisePurchase Agreement.”

Call Right. Seller(i) If the Optionee’s Service is terminated for any reason, for itself and within ninety (90) days after such date of termination, the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Company shall have the right and option to purchase (the "“Call Right"”) the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayOptionee, from time upon exercise of such Call Right, shall be required to time, mutually agree (sell to the "Call Jurisdictions"), Company any or all of the IP Network assets owned Shares acquired by Optionee pursuant to this Agreement (the Seller and/or the Seller Subsidiaries in each “Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder Shares”) at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date")Fair Market Value; provided, however, that if the term of Optionee’s Service is terminated for Cause (as defined in the Network Services Agreement Optionee’s employment agreement, or if the Optionee is extended beyond not party to any such employment agreement, as defined in the Expiration DatePlan), then in the Expiration Date event the Company exercises the Call Right, the repurchase price shall be the date upon which lower of the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon current Fair Market Value and the exercise price of the Option. In the event the Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right in hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Jurisdiction or Right with respect to such additional Shares. For purposes of this Section 6(c), the Satellite Rightsdefinition of Fair Market Value contained in the Stock Purchase Agreement dated November 9, Buyer 2007 shall assume all liabilities and obligations be used. (ii) If the Company desires to exercise its Call Right, the Company shall not later than the 90-day period described for such purchase in Section 6(c)(i), send written notice to the Optionee of its intention to purchase the Call Shares, specifying the number of Call Shares to be purchased (the “Call Notice”). The closing of the Seller and/or purchase shall take place at the Seller Subsidiaries related principal office of the Company on the later of the date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the Fair Market Value. The Optionee shall deliver to the respective Company the Call Assets Shares and duly executed instruments transferring title to the extent that Call Shares to the Company against payment of the appropriate purchase price to such liabilities arise on Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or after (B) by offset of any obligation of the date of exerciseOptionee to the Company or its Affiliates.

Call Right. Seller(a) Subject to Sections 2.1(b) and (e), for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Covenant shall have the right to purchase (the "Call Right") exercisable at any time and from time to time after the following assets ("Call Assets"): (a) in each date hereof until December 31, 2005, to purchase from Canco all or any portion of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayOptioned Shares owned by Canco, from time to time, mutually agree free and clear of all Encumbrances, at a price (the "Purchase Price") equal to US$3.50 per Optioned Share (being the issue price of each Optioned Share plus US$0.75 per common share into which the Optioned Shares may be converted), which price shall be equitably adjusted in the event of changes to the Optioned Shares. (b) Subject to Section 2.1(e), the Call Right shall be exercisable upon two (2) days' prior written notice by Covenant to Canco and the Depositary setting out the number of Optioned Shares to be purchased (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite RightsNotice"). Unless earlier terminated pursuant to Section 5.6 hereunderFor greater certainty, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right as to a portion of the Optioned Shares shall not prevent the further exercise from time to time of the Call Right as to all or a portion of the remaining Optioned Shares. Provided that in the event that in any Call Jurisdiction or Notice, Covenant specifies that the Depositary is required to follow one of the two Market Sale Procedures permitted by the said Section 3.10 of the Shareholders Agreement as modified by the Canco Direction, completion of the exercise of the Call Right triggered by such Call Notice and payment of the Purchase Price payable to Canco in connection therewith shall be governed by and in accordance with respect the applicable Market Sale Procedure so required to be followed and not the succeeding provisions of this Agreement. (c) Subject to the Satellite Rightsproviso in Section 2.1(b), Buyer at the time of Closing, Canco will convey to Covenant good and marketable title to the Optioned Shares owned by Canco, free and clear of any mortgages, charges, liens, encumbrances, security interests, demands or other limitations of any nature or kind whatsoever (collectively, the "Encumbrances"). (d) Except for depositing the Optioned Shares in accordance with the Canco Deposit Agreement, Canco shall assume all liabilities not, without the prior written consent of Covenant (which consent shall be in the sole and obligations exclusive discretion of Covenant), transfer, convert to common shares of the Seller and/or the Seller Subsidiaries related Corporation, pledge, sell, encumber or otherwise assign or dispose of any Optioned Shares owned by Canco from time to the respective time. (e) Covenant may not give a Call Assets to the extent that such liabilities arise Notice at any time on or after the date on which any person who, pursuant to a Financing Commitment (for which no substitution has theretofore been made as hereinafter provided) (a "Dishonored Commitment"), has agreed to provide the Corporation with funds or credit, has breached such obligation until the Corporation has been provided, in accordance with the Financing Commitment Provision, with another Financing Commitment to provide funds or credit in an amount equivalent to the amount of exercise.funds or credit remaining to be provided to the Corporation on the Dishonored Commitment on terms not less favorable to the Corporation than those provided for in the Dishonored Commitment. EXHIBIT 4.15

Call Right. Seller(a) Upon the terms and subject to the conditions set forth herein and subject to the consummation of the Merger, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right an option to purchase on the terms set forth hereunder all, but not less than all, of the Pxxxxxx Interests (the "“Call Right"”) the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayagrees that, upon receipt of a valid Call Notice (as defined below) from time Buyer, Seller shall transfer and sell or cause to time, mutually agree (be transferred and sold to Buyer the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, Pxxxxxx Interests for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andapplicable Purchase Price (as specified below). (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, Buyer may exercise the Call Right granted hereunder at any time after the Effective Time (as defined in the Merger Agreement) and on or prior to the thirtieth (30th) day following the Sixth Anniversary Financial Statement Delivery Date by delivering to Seller a written notice of exercise (the “Call Notice”), which notice shall expire on the tenth anniversary be binding and irrevocable. The purchase and sale of the date hereof Pxxxxxx Interests in connection with the exercise of the Call Right ("Expiration Date")the “Call Closing”) shall take place within sixty (60) days following the delivery of the Call Notice; provided, however, that if any notification or approval is required to be obtained from any Governmental Entity in connection with the term consummation of the Network Services Agreement transactions contemplated hereby, the Call Closing shall take place as soon as practicable following receipt of such approval or the expiration of any applicable waiting period. Subject to extension as provided in (c) below, if the Call Right is extended beyond not validly exercised on or prior to the Expiration thirtieth (30th) day following the Sixth Anniversary Financial Statement Delivery Date, then the Expiration Date Call Right shall be the date upon which the Network Services Agreementautomatically terminate. (c) (i) If, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right calendar month immediately preceding the sixth anniversary of the Effective Time, the EPE Entities have not achieved the Threshold OIBDAN (based on the applicable OIBDAN Certifcate or OIBDAN Notice provided in any Call Jurisdiction or with respect to Section 4.1(b) and (c), as the Satellite Rightscase may be), Buyer shall assume all liabilities and obligations have the right (exercisable by written notice to Seller on or before the ninetieth day following Buyer’s receipt of the Seller and/or OIBDAN Ceritifcate or the Seller Subsidiaries related tenth day following Buyer’s receipt of the OIBDAN Notice, as the case may be) to extend the deadline to exercise Call Right (without further payment or obligation to Seller) to the respective Call Assets to Seventh Anniversary Financial Statement Delivery Date (the extent that such liabilities arise on or after the date of exercise“First Extended Deadline”).

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in Subject to the provisions of this Section 2.3, if at any time the VWAP of the ADSs on the Company’s Trading Market is equal to or above U.S.$1.80, as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the “Threshold Price”), for each of any twenty consecutive Trading Day period, then the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayCompany at any time thereafter shall have the right, from time to time, mutually agree but not the obligation (the "“Call Jurisdictions"Right”), all on 20 days’ prior written notice to the Holder, to cancel all, but not less than all, of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent unexercised portion of this Warrant for which a Notice of Exercise has not yet been delivered prior to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andCancellation Date (as defined below). (b) all To exercise the rights and obligations with respect Call Right, the Company shall deliver to the satellite communications agreements and all rights and obligations Holder an irrevocable written notice thereof (a “Call Notice”). The date that the Company delivers the Call Notice to the Holder shall be referred to as the “Call Date”. Within 20 days after receipt of the Call Notice, the Holder may exercise this Warrant in specific countries with respect thereto, as described whole or in Schedule 5.2(b)part, subject to additions and deletions subsequent the terms hereof, as set forth in herein. Any portion of this Warrant that is not exercised by 5:30 p.m. (New York City time) on the 20th day following the date of receipt of the Call Notice (the “Cancellation Date”) shall be cancelled. (c) Notwithstanding anything to the Closing permitted under contrary set forth in this Warrant, unless waived in writing by the terms Holder, the Company may not deliver a Call Notice or require the cancellation of any unexercised portion of this Agreement, Warrant (and any Call Notice will be void) unless from the Call Date through the Cancellation Date (the "Satellite Rights"). Unless earlier terminated pursuant “Call Period”) the Registration Statement shall be effective as to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary issuance of all of the date hereof ("Expiration Date"); provided, however, that if Exercise Shares to be issued to the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date Holder upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseWarrant.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries The Issuer shall have the right to purchase call for repurchase all, but not less than all, of the Anchor Warrants then held by the Anchor Subscriber (or its permitted transferees that shall have executed and delivered a joinder to this Agreement), by notice (a “Call Notice”) to the "Call Right") the following assets ("Call Assets"): Anchor Subscriber, at a price of $0.01 per Anchor Warrant, provided that (a) in each of the jurisdictions set forth on Schedule 5.2(aReference Value (as defined below) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree equals or exceeds $18.00 per share (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions adjustment as provided below) and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all there is an effective registration statement covering the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary issuance of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date Shares issuable upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Anchor Warrants, and a current prospectus relating thereto, available throughout the 30-day Call Right in Period (as defined below). In the event that the Issuer elects to call the Anchor Warrants pursuant hereto, the Issuer shall fix a date for the repurchase (the “Call Date”). On the Call Date, the Anchor Subscriber (or any Call Jurisdiction or with respect permitted transferee that shall have executed and delivered a joinder to this Agreement) shall transfer all Anchor Warrants then held thereby to the Satellite Rights, Buyer shall assume all liabilities and obligations Issuer upon payment of the Seller and/or the Seller Subsidiaries related applicable purchase price. The Call Notice shall be provided to the respective Call Assets Anchor Subscriber in accordance with the provisions hereof not less than thirty (30) days prior to the extent that such liabilities arise on or Call Date (the “30-day Call Period”). As used herein “Reference Value” shall have the same meaning, and subject to the same adjustment, as provided in the Warrant Agreement dated December 2, 2020 by and between the SPAC and Continental Stock Transfer & Trust Company, as assumed by the Issuer in connection with the consummation of the Business Combination and as amended. The Anchor Warrants may be exercised in accordance with their terms at any time after the date of exerciseCall Notice shall have been given.

Call Right. (a) Subject to the terms of this Section 6.7, if Buyer, at any time during the period that all or part of the Put Right remains outstanding (whether or not exercisable), in the exercise of its reasonable business judgment, determines to enter into a new transaction that it expects will contain any restriction or limitation on Seller's ability to exercise the Put Right that is more restrictive than those set forth on Schedule A (a "Restrictive Transaction"), for itself then Buyer shall first provide Seller with notice of the principal terms of such Restrictive Transaction and give Seller ten (10) days thereafter to determine whether to waive the provisions of Section 6.6 hereof (which written waiver also shall be delivered within such ten (10) day period) (a "Seller SubsidiariesWaiver"). In the event that a Seller Waiver is not executed and delivered during such ten (10) day period, hereby grants to then Buyer and the Buyer Subsidiaries shall have the right to purchase (the "Call Right") the following assets and Seller ("Call Assets"): (aor, for all purposes hereof, any transferee or assignee pursuant to Section 6.2(g)) in each shall be obligated to sell all, but not less than all, of the jurisdictions set forth on Schedule 5.2(a) hereof and Put Shares owned by such other jurisdictions as Buyer and Seller may, from time to time, mutually agree person at the call exercise price of $36.34 (the "Call JurisdictionsExercise Price")) per share; PROVIDED, all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarificationHOWEVER, that telecommunications circuits to destinations in any the Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead Exercise Price shall be included equitably adjusted up or down, as applicable, in the Acquired Network Facilities transferred hereunder at the initial Closing; andevent of any Organic Change. (b) The Call Right is exercisable at any time during the period that all or part of the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect theretoPut Right remains outstanding, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, by Buyer giving an irrevocable written notice (the "Satellite RightsCall Notice")) of exercise to Seller prior to consummating the Restrictive Transaction. Unless earlier terminated pursuant The total consideration to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date paid Seller upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right shall be calculated by multiplying (x) the Call Exercise Price by (y) the number of shares representing the Put Shares subject to the Call Notice (the "Total Call Price"). If at such time as the Call Notice is given, Buyer is precluded by Law or Contract from purchasing some or all of the Put Shares referenced in the Call Notice, then (i) Buyer shall purchase those Put Shares that Buyer is not so precluded from purchasing, pursuant to a closing under Section 6.7(c), and shall purchase the remainder of the Put Shares referenced in the Call Notice (the "Unpaid Call Shares") as soon as practicable after such time as Buyer is no longer precluded by Law or Contract from completing such purchase (at which point a closing shall occur for the consummation of the purchase according to the terms of Section 6.7(c)) and PROVIDED, FURTHER, that Seller shall remain obligated to sell and Buyer shall remain obligated to buy the remaining Put Shares referenced in the Call Notice as, and to the extent, availability arises thereafter; and (ii) until such time as the Unpaid Call Shares are so purchased, Buyer shall pay a monthly penalty fee on the portion of the Total Call Price related to any such Unpaid Call Jurisdiction or Shares at a rate of eight-and-one-half percent (8.5%) per annum, which penalty fee shall be payable monthly. Any payment made with respect to the Satellite RightsUnpaid Call Shares shall be applied first against any such accrued but unpaid penalty fees. Notwithstanding the foregoing, if Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related is precluded by Contract (other than pursuant to the respective Call Assets to the extent that such liabilities arise Indenture, dated as of March 27, 1997, listed on or after the date of exercise.Schedule

Call Right. Seller(A) Upon the termination of this Agreement by either the Company or Executive for any reason, for itself and then the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Company shall have the right to purchase (the "Call RightOption") the following assets ("Call Assets"): (a) in each ), by delivery of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree a written notice (the "Call JurisdictionsNotice")) to Executive no later than 90 days after such termination, all and Executive shall be required to sell all, but not less than all, of the IP Network assets Retained Shares, Purchased Shares and shares issuable upon exercise of the Options which are owned by him on such date (the Seller and/or the Seller Subsidiaries in each "Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent Securities") equal to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside Fair Market Value (as defined above) of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, Securities as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof of the Call Notice ("Expiration Date"less the exercise price of all shares issuable upon exercise of the Options). (B) The closing of any purchase of Call Securities by the Company pursuant to this Section 9(e)(ii) shall take place at the principal office of the Company no later than 180 days after the termination. At such closing, the Company shall deliver to Executive consideration in an amount equal to the aggregate Fair Market Value payable in respect of such Call Securities against delivery of original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities. The Company, at its option, may pay the consideration for such Call Securities in the form of a company check or wire transfer; provided, however, that if at the term time of such closing the Company is then prohibited from redeeming with immediately available funds all or a portion of the Network Services Agreement is extended beyond Call Securities pursuant to the Expiration Dateterms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Expiration Date Company may deliver a promissory note. All of the foregoing deliveries will be deemed to be made simultaneously, and none shall be deemed completed until all have been completed. (C) If the date upon which Company does not elect to exercise the Network Services AgreementCall Option and deliver a Call Notice within 90 days of such a termination, attached as Exhibit A heretothen the Call Option provided in this Section 9(e)(ii) shall terminate, is terminated. Upon but the exercise Executive shall continue to hold such Call Securities pursuant to all of the Call Right other provisions of this Agreement and the Stockholders Agreement. (D) The provisions of this Section 9(e)(ii) shall terminate upon the earlier to occur of (i) the initial Public Offering (as defined in any Call Jurisdiction the Stockholders' Agreement (as defined below)) or with respect to (ii) a Change in Control (as defined in the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseStockholders' Agreement).

Call Right. Seller, for itself and At any time following the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms date of this Agreement, the OP or the REIT shall have the right and all contract rights associated therewith; providedoption (but not the obligation) to purchase all, but not less than all, of the Membership Units (the “Manager Equity”) from the Manager Equityholders, as applicable (the “Call Right”). The purchase price for the Manager Equity to be purchased under the Call Right shall be equal to three times the sum of the annual Property Management Fee (excluding, for the purpose avoidance of clarificationdoubt, that telecommunications circuits to destinations any refunds of EBITDA derived from Management Fees in any Call Jurisdiction, but originating outside excess of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect theretoDollar Cap or Equity Cap, as described in Schedule 5.2(b)applicable, subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire which is represented as a contra-revenue entry on the tenth anniversary financial statements of the date hereof ("Expiration Date"); provided, however, that if Manager and a corresponding contra-expense entry on the term financial statements of the Network Services Agreement is extended beyond OP) for the Expiration Date, then trailing 12-month period as of the Expiration Date shall be month end immediately preceding the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the delivery of notice of exercise of the Call Right reduced by the value of the Manager Equityholders as of November 1, 2018, which for purposes hereof equals $6,500,000 (the “Legacy Value”), then further reduced by 50% and then increased by the Legacy Value (the “Call Price”). Notwithstanding the foregoing, the Call Price shall be capped at 2.5% of the combined equity value of the REIT and the OP combined at the time of the Call Right Closing (as defined below) as calculated by multiplying the aggregate number of outstanding shares of the REIT and OP Units (excluding OP Units held by the REIT) by the then-current Net Asset Value on a per unit basis. For illustration purposes, example calculations of Call Price have been included in any Schedule 1 attached hereto. If the Call Jurisdiction or with respect Right is exercised pursuant to this Section 2, all Management Agreements shall automatically terminate and Manager shall not be entitled to the Satellite RightsTermination Fee provided under Section 8.02 of any Management Agreement. The parties acknowledge and agree that the purpose of the Call Right is to provide the OP, Buyer shall assume all liabilities the REIT or their transferee with the ability to perform the responsibilities and obligations of Manager under the Seller and/or the Seller Subsidiaries related to the respective Call Assets Management Agreements; and to the extent the transfer of the equity interests contemplated hereby does not provide the OP, the REIT or the their transferees with the ability to do so, the applicable Manager Equityholders shall take all action necessary, and cause their respective affiliates (as applicable), to transfer ownership to all properties, assets and rights used or held for use in connection with the performance of the obligations under the Management Agreements that are necessary to accomplish such liabilities arise on purpose and permit the OP, the REIT or after their transferees with the date ability to perform the responsibilities and obligations of exerciseManager under the Management Agreements in the same manner and to the same level performed by Manager during the term of the Management Agreements.

Call Right. Seller(i) If the Optionee’s Service is terminated for any reason, for itself and within ninety (90) days after such date of termination, the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries Company shall have the right and option to purchase (the "“Call Right"”) the following assets ("Call Assets"): (a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayOptionee, from time upon exercise of such Call Right, shall be required to time, mutually agree (sell to the "Call Jurisdictions"), Company any or all of the IP Network assets owned Shares acquired by Optionee pursuant to this Agreement (the Seller and/or the Seller Subsidiaries in each “Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder Shares”) at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date")Fair Market Value; provided, however, that if the term of Optionee’s Service is terminated for Cause (as defined in the Network Services Agreement Optionee’s employment agreement, or if the Optionee is extended beyond not party to any such employment agreement, as defined in the Expiration DatePlan), then in the Expiration Date event the Company exercises the Call Right, the repurchase price shall be the date upon which lower of the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon current Fair Market Value and the exercise price of the Option. In the event the Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right in hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Jurisdiction or Right with respect to such additional Shares. (ii) If the Satellite RightsCompany desires to exercise its Call Right, Buyer the Company shall assume all liabilities and obligations not later than the 90-day period described for such purchase in Section 6(c)(i), send written notice to the Optionee of its intention to purchase the Call Shares, specifying the number of Call Shares to be purchased (the “Call Notice”). The closing of the Seller and/or purchase shall take place at the Seller Subsidiaries related principal office of the Company on the later of the date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the Fair Market Value. The Optionee shall deliver to the respective Company the Call Assets Shares and duly executed instruments transferring title to the extent that Call Shares to the Company against payment of the appropriate purchase price to such liabilities arise on Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or after (B) by offset of any obligation of the date of exerciseOptionee to the Company or its Affiliates.

Call Right. SellerWith respect to any Management Holder, for itself and during any six (6) month period commencing on the Seller Subsidiariesdate of effectiveness of Termination of such Management Holder (the last day of such period, hereby grants to Buyer and the Buyer Subsidiaries “Call Notice Deadline”), the right Company shall have the right, but not the obligation, to purchase (from Management Holdco, and Management Holdco shall have the "Call Right") obligation to sell to the following assets ("Call Assets"): (a) in each Company, all or any portion of the jurisdictions set forth on Schedule 5.2(a) hereof and such Vested Class B Units or any other jurisdictions as Buyer and Seller mayUnits held by Management Holdco, from time up to time, mutually agree the amount of Corresponding Management Holdco Units held by the applicable Management Holder (the "Call Jurisdictions"), all of the IP Network assets owned Vested Class B Units and any other Units held by Management Holdco which may be purchased by the Seller and/or Company pursuant to this sentence, the Seller Subsidiaries “Called Units”). The purchase price (the “Call Price”) for any Called Units repurchased in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent accordance with this Section 8.8(a) shall be equal to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside Fair Market Value of such Call Jurisdiction, shall not be Call Assets and instead shall be included in Called Units on the Acquired Network Facilities transferred hereunder at the initial Closing; and (b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, date the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date")Notice is delivered; provided, however, that if in the term event that the Termination of the Network Services Agreement Management Holder is extended beyond for Cause, the Expiration Date, then the Expiration Date Call Price for any Called Units repurchased in accordance with this Section 8.8 shall be equal to the lesser of (A) the cost paid by the Management Holder to directly or indirectly acquire such Called Units (which, for purposes of Vested Class B Units, shall be deemed to be $0) less any Distributions previously made with respect to such Called Units and (B) the Fair Market Value (after giving effect to any Losses arising from any conduct constituting Cause) of such Called Units on the date upon which the Network Services Call Notice is delivered (the “Call Right”). Management Holdco shall, concurrently with any purchase of Called Units hereunder, repurchase the equivalent number and type of such Units from the Management Holder pursuant to the terms of the Management Holdco Operating Agreement, attached as Exhibit A hereto, is terminated. Upon The Company and Management Holdco shall reasonably cooperate to consider alternative structures for implementing the exercise of any Call Right in a manner that would minimize any taxes imposed on the Members with respect to the purchase of Called Units and the funding of such purchase; provided, that no such alternative structure shall be implemented without the consent of BridgeBio if such structure could reasonably be expected to have a disproportionate and adverse effect on BridgeBio or any of its Affiliates. Exercise of the Call Right in shall not be deemed to limit any Call Jurisdiction other rights or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations remedies of the Seller and/or the Seller Subsidiaries related Company or any of its Affiliates relating to the respective Call Assets to the extent that such liabilities arise on or after the date of exerciseany conduct constituting Cause.

Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"): (a) Subject to the provisions of this Section 2.5, if at any time after the Registration Statement (as defined in Section 6.1 of the Purchase Agreement) is declared effective, the VWAP of the ADSs on the Company’s Trading Market is equal to or above US$10.20 (representing 400% of the ADS Closing Price as defined in Section 1.1 of the Purchase Agreement), as adjusted for any stock splits, stock combinations, stock dividends and other similar events (the “Threshold Price”) for each of any twenty consecutive Trading Days, then the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller mayCompany at any time thereafter shall have the right, from time to time, mutually agree but not the obligation (the "“Call Jurisdictions"Right”), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent on 20 days’ prior written notice to the Closing permitted under the terms Holder, to cancel any unexercised portion of this Agreement, and all contract rights associated therewith; provided, Warrant for which a Notice of Exercise has not yet been delivered prior to the purpose of clarification, that telecommunications circuits to destinations in any Cancellation Date (the “Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; andAmount”). (b) all To exercise the rights and obligations with respect Call Right, the Company shall deliver to the satellite communications agreements and all rights and obligations Holder an irrevocable written notice (a “Call Notice”) indicating the Call Amount. The date that the Company delivers the Call Notice to the Holder shall be B-2 referred to as the “Call Date”. Within 20 days of receipt of the Call Notice, the Holder may exercise this Warrant in specific countries with respect thereto, as described whole or in Schedule 5.2(b)part, subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreementhereof, (the "Satellite Rights")as set forth in herein. Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise Any portion of the Call Right in any Call Jurisdiction or with respect to Amount that is not exercised by 5:30 p.m. (New York City time) on the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after 20th day following the date of exercisereceipt of the Call Notice (the “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. (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 Call Date through the Cancellation Date (the “Call Period”) the Registration Statement shall be effective as to all of the Exercise Shares held by the Holder and the prospectus thereunder available for use by the Holder for the resale all such Exercise Shares, or the Exercise Shares held by the Holder qualify for resale under Rule 144.