Common use of Call Right Clause in Contracts

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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call 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 Right.

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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase itself and the Seller shall be obligated Subsidiaries, hereby grants to sellBuyer 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 Seller Shares of the IP Network assets owned by the Seller at and/or the price of USD 1.00 Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions 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 deletions subsequent to the Purchaser even if Closing permitted under 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 violates any provision terms of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all contract rights associated therewith; provided, for the purpose of the Seller’s Shares then held by the Sellerclarification, without that telecommunications circuits to destinations in any regard to the Conditions being met. The Purchaser Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be entitled to exercise such Call Right immediately and included in the Seller shall transfer to Acquired Network Facilities transferred hereunder at the Purchaser or his Nominee(sinitial Closing; and (b) all the Seller’s Shares immediately 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 Purchaser’s or his Nominee(s)’s 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 Call Rightliabilities arise on or after the date of exercise.

Call Right. The Purchaser At any time following the date of this Agreement, the OP or the REIT shall have, during the Exercise Period (as defined below), and when a Condition is met, have the right and option (but not the obligation) to purchase all, but not less than all, of the Membership Units (the “Manager Equity”) from the SellerManager Equityholders, 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 as applicable (the “Call Right”). Purchaser or Nominee(s) The purchase price for the Manager Equity to be purchased under the Call Right shall be permitted equal to purchase, and Seller shall be obligated to sell, three times the following number of Seller’s Shares upon the attainment sum 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 GAAPannual Property Management Fee (excluding, for the fiscal year ending December 31avoidance of doubt, 2010any refunds of EBITDA derived from Management Fees in excess of the Dollar Cap or Equity Cap, as applicable, which is represented as a contra-revenue entry on the financial statements of the Manager and a corresponding contra-expense entry on the financial statements of the OP) for the trailing 12-month period as of the month end immediately preceding 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 Purchaser or his Nominee(s) Legacy Value (the “Call Price”). Notwithstanding the foregoing, the Call Price shall be permitted to purchase capped at 2.5% of the combined equity value of the REIT and the Seller shall be obligated to sell, all Seller Shares owned by the Seller OP combined at the price time 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all Closing (as defined below) as calculated by multiplying the aggregate number of outstanding shares of the Seller’s Shares then REIT and OP Units (excluding OP Units held by the SellerREIT) by the then-current Net Asset Value on a per unit basis. For illustration purposes, without any regard example calculations of Call Price have been included in Schedule 1 attached hereto. If the Call Right is exercised pursuant to the Conditions being met. The Purchaser this Section 2, all Management Agreements shall automatically terminate and Manager shall not be entitled to exercise such the Termination Fee provided under Section 8.02 of any Management Agreement. The parties acknowledge and agree that the purpose of the Call Right immediately is to provide the OP, the REIT or their transferee with the ability to perform the responsibilities and obligations of Manager under the Seller shall transfer Management Agreements; and to the Purchaser extent the transfer of the equity interests contemplated hereby does not provide the OP, the REIT or his Nominee(s) 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 Seller’s Shares immediately upon performance of the Purchaser’s obligations under the Management Agreements that are necessary to accomplish such purpose and permit the OP, the REIT or his Nominee(s)’s exercise their transferees with the ability to perform the responsibilities and obligations of such Call RightManager 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. The Purchaser shall have, during the Exercise Period (as defined belowa) Subject to Sections 2.1(b) and (e), and when a Condition is met, Covenant shall have the right (the "Call Right") exercisable at any time and option from time to time after the date hereof until December 31, 2005, to purchase from Canco all or any portion of the SellerOptioned Shares owned by Canco, from time to time, 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 Notice"). For greater certainty, the exercise of such right and option the Seller shall have the obligation Call Right as to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Optioned Shares identified 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 Exercise 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 “Call Right”). Purchaser or Nominee(s) Purchase Price payable to Canco in connection therewith shall be permitted governed by and in accordance with the applicable Market Sale Procedure so required to purchasebe followed and not the succeeding provisions of this Agreement. (c) Subject to the proviso in Section 2.1(b), at the time of Closing, Canco will convey to Covenant good and Seller shall be obligated marketable title 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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller 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 Seller at "Encumbrances"). (d) Except for depositing the price Optioned Shares in accordance with the Canco Deposit Agreement, Canco shall not, without the prior written consent of USD 1.00 and it Covenant (which consent shall be considered that Condition 3 in the sole and exclusive discretion of Covenant), transfer, convert to common shares of the Corporation, pledge, sell, encumber or otherwise assign or dispose of any Optioned Shares owned by Canco from time to time. (e) Covenant may not give a Call 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 met; for purpose 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 avoiding doubt, under such circumstance, there will be no more call right funds or credit remaining to be granted provided to the Purchaser even if Corporation on the Company and its subsidiaries achieves Dishonored Commitment on terms 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard favorable to the Conditions being metCorporation than those provided for in the Dishonored Commitment. The Purchaser shall be entitled to exercise such Call 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 Right.EXHIBIT 4.15

Call Right. The Purchaser shall have(a) Subject to the provisions of this Section 2.5, during if at any time after the Exercise Period Registration Statement (as defined belowin 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 when a Condition is metother similar events (the “Threshold Price”) for each of any twenty consecutive Trading Days, then the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller Company at any time thereafter shall have the right, but not 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”), on 20 days’ prior written notice to the Holder, to cancel any unexercised portion of this Warrant for which a Notice of Exercise has not yet been delivered prior to the Cancellation Date (the “Call Amount”). (b) To exercise the Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”) indicating the Call Amount. Purchaser 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 whole or Nominee(sin part, subject to the terms hereof, as set forth in herein. Any portion of the Call Amount 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 permitted cancelled. Any unexercised portion of this Warrant to purchasewhich 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 Seller any Call Notice will be void) unless from the Call Date through the Cancellation Date (the “Call Period”) the Registration Statement shall be obligated effective as 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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Exercise Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately Holder and the Seller shall transfer to prospectus thereunder available for use by the Purchaser Holder for the resale all such Exercise Shares, or his Nominee(s) all the Seller’s Exercise Shares immediately upon held by the Purchaser’s or his Nominee(s)’s exercise of such Call RightHolder qualify for resale under Rule 144.

Call Right. The Purchaser shall haveWith respect to any Management Holder, during any six (6) month period commencing on the Exercise Period date of effectiveness of Termination of such Management Holder (as defined belowthe last day of such period, the “Call Notice Deadline”), and when a Condition is metthe Company shall have the right, but not the right and option obligation, to purchase from the SellerManagement Holdco, and upon the exercise of such right and option the Seller Management Holdco shall have the obligation to sell to the Purchaser Company, all or his Nominee(s), a any portion of the Seller’s Shares identified Vested Class B Units or any other Units held by Management Holdco, up to the amount of Corresponding Management Holdco Units held by the applicable Management Holder (all of the Vested Class B Units and any other Units held by Management Holdco which may be purchased by the Company pursuant to this sentence, the “Called Units”). The purchase price (the “Call Price”) for any Called Units repurchased in accordance with this Section 8.8(a) shall be equal to the Fair Market Value of such Called Units on the date the Call Notice is delivered; provided, however, that in the event that the Termination of the Management Holder is for Cause, the Call Exercise 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 the Call Notice is delivered (the “Call Right”). Purchaser or Nominee(s) 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. 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 permitted implemented without the consent of BridgeBio if such structure could reasonably be expected to purchase, have a disproportionate and Seller shall be obligated to sell, the following number adverse effect on BridgeBio or any of Seller’s Shares upon the attainment its Affiliates. Exercise of the following Conditions: Condition 1 40% Condition 2 30% Condition 2 30% However, in case that the Companies and their subsidiaries achieve Call Right shall not less than $ 12 million in after-tax income, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser be deemed to limit any other rights or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller at the price remedies 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 or any of 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right Affiliates relating to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call 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 Rightconduct constituting Cause.

Call Right. The Purchaser (i) If the Optionee’s Service is terminated for any reason, within ninety (90) days after such date of termination, the Company shall have, during the Exercise Period (as defined below), and when a Condition is met, have 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 purchaseand such Optionee, 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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call 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 Right, shall be required to sell to the Company any or all of the Shares acquired by Optionee pursuant to this Agreement (the “Call Shares”) at the Fair Market Value; provided, however, that if the Optionee’s Service is terminated for Cause (as defined in the Optionee’s employment agreement, or if the Optionee is not party to any such employment agreement, as defined in the Plan), in the event the Company exercises the Call Right, the repurchase price shall be the lower of the 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 hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Right with respect to such additional Shares. For purposes of this Section 6(c), the definition of Fair Market Value contained in the Stock Purchase Agreement dated November 9, 2007 shall 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 purchase shall take place at the 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 Company the Call Shares and duly executed instruments transferring title to the Call Shares to the Company against payment of the appropriate purchase price to such Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or (B) by offset of any obligation of the Optionee to the Company or its Affiliates.

Call Right. (A) Upon the termination of this Agreement by either the Company or Executive for any reason, then the Company shall have the right to purchase (the "Call Option"), by delivery of a written notice (the "Call Notice") to Executive no later than 90 days after such termination, and Executive shall be required to sell all, but not less than all, of the Retained Shares, Purchased Shares and shares issuable upon exercise of the Options which are owned by him on such date (the "Call Securities") equal to the Fair Market Value (as defined above) of such Call Securities as of the date of the Call Notice (less the exercise price of all shares issuable upon exercise of the Options). (B) The Purchaser closing of any purchase of Call Securities by the Company pursuant to this Section 9(e)(ii) shall havetake place at the principal office of the Company no later than 180 days after the termination. At such closing, during the Exercise Period 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 time of such closing the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the 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 Company does not elect to exercise the Call Option and deliver a Call Notice within 90 days of such a termination, then the Call Option provided in this Section 9(e)(ii) shall terminate, but the Executive shall continue to hold such Call Securities pursuant to all of the 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 the Stockholders' Agreement (as defined below), and when ) or (ii) 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 Change in Control (as defined in the Call Exercise Notice (the “Call Right”Stockholders' Agreement). 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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call 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 Right.

Call Right. The Purchaser shall have(a) Subject to the terms of this Section 6.7, if Buyer, at any time during the Exercise Period period that all or part of the Put Right remains outstanding (as defined belowwhether or not exercisable), and when a Condition is met, the right and option to purchase from the Seller, and upon 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"), then Buyer shall first provide Seller with notice of the principal terms of such right Restrictive Transaction and option 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 Waiver"). In the event that a Seller Waiver is not executed and delivered during such ten (10) day period, then Buyer shall have the obligation right to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice purchase (the “"Call Right”). Purchaser or Nominee(s") shall be permitted to purchase, and Seller (or, for all purposes hereof, any transferee or assignee pursuant to Section 6.2(g)) shall be obligated to sellsell all, 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 but not less than $ 12 million in after-tax incomeall, as determined under US GAAP, for of the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Put Shares owned by the Seller such person at the call exercise price of USD 1.00 and it $36.34 (the "Call Exercise Price") per share; PROVIDED, HOWEVER, that the Call Exercise Price shall be considered equitably adjusted up or down, as applicable, in the event of any Organic Change. (b) The Call Right is exercisable at any time during the period that Condition 3 has been met; for purpose all or part of avoiding doubtthe Put Right remains outstanding, under such circumstance, there will be no more call right by Buyer giving an irrevocable written notice (the "Call Notice") of exercise to Seller prior to consummating the Restrictive Transaction. The total consideration to be granted paid Seller upon 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 Purchaser even if Call Notice (the Company and its subsidiaries achieves not less than $ 12 million in after-tax income"Total Call Price"). If at such time as the Call Notice is given, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and Buyer is precluded by Law or Contract from purchasing some or all of the Seller’s Put Shares referenced in the Call Notice, then held (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 Seller, without any regard consummation of the purchase according to the Conditions being met. The Purchaser 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 Shares at a rate of eight-and-one-half percent (8.5%) per annum, which penalty fee shall be entitled to exercise such Call Right immediately and the Seller shall transfer payable monthly. Any payment made with respect to the Purchaser or his Nominee(s) all Unpaid Call Shares shall be applied first against any such accrued but unpaid penalty fees. Notwithstanding the Seller’s Shares immediately upon foregoing, if Buyer is precluded by Contract (other than pursuant to the Purchaser’s or his Nominee(s)’s exercise Indenture, dated as of such Call Right.March 27, 1997, listed on Schedule

Call Right. The Purchaser Issuer shall havehave the right to call for repurchase all, during but not less than all, of the Exercise 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 Anchor Subscriber, at a price of $0.01 per Anchor Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds $18.00 per share (subject to adjustment as provided below) and (b) there is an effective registration statement covering the issuance of the Shares issuable upon exercise of the Anchor Warrants, and a current prospectus relating thereto, available throughout the 30-day Call Period (as defined below), and when a Condition is met. In the event that the Issuer elects to call the Anchor Warrants pursuant hereto, the right and option to purchase from Issuer shall fix a date for 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 repurchase (the “Call RightDate”). Purchaser On the Call Date, the Anchor Subscriber (or Nominee(sany permitted transferee that shall have executed and delivered a joinder to this Agreement) shall be permitted transfer all Anchor Warrants then held thereby to purchase, and Seller the Issuer upon payment of the applicable purchase price. The Call Notice shall be obligated provided to sell, the following number of Seller’s Shares upon Anchor Subscriber in accordance with 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 provisions hereof not less than $ 12 million in afterthirty (30) days prior to the Call Date (the “30-tax incomeday Call Period”). As used herein “Reference Value” shall have the same meaning, and subject to the same adjustment, as determined under US GAAPprovided in the Warrant Agreement dated December 2, for 2020 by and between the fiscal year ending December 31SPAC and Continental Stock Transfer & Trust Company, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned as assumed by the Seller at Issuer in connection with 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all consummation of the Seller’s Shares then held by the Seller, without any regard to the Conditions being metBusiness Combination and as amended. The Purchaser Anchor Warrants may be exercised in accordance with their terms at any time after Call Notice shall be entitled to exercise such Call 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 Righthave been given.

Call Right. The Purchaser shall have(a) Subject to the provisions of this Section 2.5, during if at any time after the Exercise Period Registration Statement (as defined belowin 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 when a Condition is metother similar events (the “Threshold Price”) for each of any twenty consecutive Trading Days, then the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller Company at any time thereafter shall have the right, but not 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”), on 20 days’ prior written notice to the Holder, to cancel any unexercised portion of this Warrant for which a Notice of Exercise has not yet been delivered prior to the Cancellation Date (the “Call Amount”). (b) To exercise the Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”) indicating the Call Amount. Purchaser 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 whole or Nominee(sin part, subject to the terms hereof, as set forth in herein. Any portion of the Call Amount 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 permitted cancelled. Any unexercised portion of this Warrant to purchasewhich 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 Seller any Call Notice will be void) unless from the Call Date through the Cancellation Date (the “Call Period”) the Registration Statement shall be obligated effective as 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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Exercise Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately Holder and the Seller shall transfer to prospectus thereunder available for use by the Purchaser Holder for the resale all such Exercise Shares, or his Nominee(s) all the Seller’s Exercise Shares immediately upon held by the Purchaser’s or his Nominee(s)’s exercise of such Call RightHolder qualify for resale under Rule 144.

Call Right. The Purchaser (i) If the Optionee’s Service is terminated for any reason, within ninety (90) days after such date of termination, the Company shall have, during the Exercise Period (as defined below), and when a Condition is met, have 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 purchaseand such Optionee, 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 the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call 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 Right, shall be required to sell to the Company any or all of the Shares acquired by Optionee pursuant to this Agreement (the “Call Shares”) at the Fair Market Value; provided, however, that if the Optionee’s Service is terminated for Cause (as defined in the Optionee’s employment agreement, or if the Optionee is not party to any such employment agreement, as defined in the Plan), in the event the Company exercises the Call Right, the repurchase price shall be the lower of the 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 hereunder, the Company shall have 90 days after any such exercise by the Optionee to exercise its Call Right with respect to such additional Shares. (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 purchase shall take place at the 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 Company the Call Shares and duly executed instruments transferring title to the Call Shares to the Company against payment of the appropriate purchase price to such Optionee. (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or (B) by offset of any obligation of the Optionee to the Company or its Affiliates.

Call Right. The Purchaser shall have(a) Upon the terms and subject to the conditions set forth herein and subject to the consummation of the Merger, during the Exercise Period (as defined below), and when a Condition is met, the right and Seller hereby grants to Buyer an option to purchase from on the Sellerterms set forth hereunder all, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s)but not less than all, a portion of the Seller’s Shares identified in the Call Exercise Notice Pxxxxxx Interests (the “Call Right”) and Seller agrees that, upon receipt of a valid Call Notice (as defined below) from Buyer, Seller shall transfer and sell or cause to be transferred and sold to Buyer the Pxxxxxx Interests for the applicable Purchase Price (as specified below). (b) Buyer may exercise the Call Right 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 be binding and irrevocable. Purchaser or Nominee(sThe purchase and sale of the Pxxxxxx Interests in connection with the exercise of the Call Right (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 permitted to purchase, and Seller shall be obligated to sellobtained from any Governmental Entity in connection with the consummation of the transactions contemplated hereby, the Call Closing shall take place as soon as practicable following number receipt of Seller’s Shares upon such approval or the attainment expiration of any applicable waiting period. Subject to extension as provided in (c) below, if the Call Right is not validly exercised on or prior to the thirtieth (30th) day 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 the fiscal year ending December 31, 2010Sixth Anniversary Financial Statement Delivery Date, then the Purchaser Call Right shall automatically terminate. (c) (i) If, as of the 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 his Nominee(sOIBDAN Notice provided in Section 4.1(b) and (c), as the case may be), Buyer shall be permitted have the right (exercisable by written notice to purchase and Seller on or before the Seller shall be obligated ninetieth day following Buyer’s receipt of the OIBDAN Ceritifcate or the tenth day following Buyer’s receipt of the OIBDAN Notice, as the case may be) to sell, all Seller Shares owned by extend the Seller 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 deadline to be granted exercise Call Right (without further payment or obligation to Seller) to the Purchaser even if Seventh Anniversary Financial Statement Delivery Date (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 violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call 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“First Extended Deadline”)’s exercise of such Call Right.

Call Right. The Purchaser shall have(a) Subject to the provisions of this Section 2.3, during if at any time the Exercise Period 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 (as defined belowthe “Threshold Price”), and when a Condition is metfor each of any twenty consecutive Trading Day period, then the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller Company at any time thereafter shall have the right, but not 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”), on 20 days’ prior written notice to the Holder, to cancel all, but not less than all, of the unexercised portion of this Warrant for which a Notice of Exercise has not yet been delivered prior to the Cancellation Date (as defined below). (b) To exercise the Call Right, the Company shall deliver to the Holder an irrevocable written notice thereof (a “Call Notice”). Purchaser 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 whole or Nominee(sin part, subject to 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 permitted cancelled. (c) Notwithstanding anything to purchasethe 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 portion of this Warrant (and Seller any Call Notice will be void) unless from the Call Date through the Cancellation Date (the “Call Period”) the Registration Statement 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, effective as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 violates any provision issuance of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Exercise Shares then held by the Seller, without any regard to be issued to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately Holder upon the Purchaser’s or his Nominee(s)’s exercise of such Call Rightthe Warrant.

Call Right. The Purchaser shall haveAt any time after the date hereof, during the Exercise Period IBP Investment Holdings, LLC, a Delaware limited liability company (as defined below“Investment Holdings”), TCI Holdings, LLC, f/k/a GNV Holdings, LLC, a Georgia corporation (“TCI”), and when IBP Management Holdings, LLC, 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(sDelaware 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 stock splits, reverse splits or stock dividends from and after the date hereof) from Cetus, respectively, at a portion purchase price of the Seller’s Shares identified in the Call Exercise Notice $0.01 per share (the “Call Right”) pursuant to the terms of an Agreement for Purchase and Sale substantially in the form of Exhibit B hereto (the “Purchase Agreement”). Purchaser or Nominee(s) 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 Right, it shall be permitted send a written notice to purchasesuch effect, and Seller shall be obligated to sell, specifying the following number of Seller’s Shares upon shares of Common Stock to be purchased (the attainment of the following Conditions: Condition 1 40% Condition 2 30% Condition 2 30% However“Option Shares”), in case that the Companies and their subsidiaries achieve to Cetus not less than $ 12 million 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 after-tax incomesuch written notice, as determined under US GAAP(i) such Option Holder shall deliver (a) the aggregate applicable purchase price to Cetus and (b) an executed counterpart of the Purchase Agreement and (ii) Cetus shall deliver to such Option Holder (a) a certificate or certificates representing the Option Shares, for the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) which shall be permitted 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 purchase and the Seller shall be obligated to sell, all Seller Shares owned by the Seller 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 Option Holder to the Purchaser even if the Company effect that Cetus owns such Option Shares free 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 violates any provision clear of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all liens, claims, charges or encumbrances of any nature, other than restrictions imposed by applicable federal or state securities laws and (c) an executed counterpart of the Seller’s Shares then held by Purchase Agreement. Each of the Seller, without any regard to Option Holders is an intended third- party beneficiary of the Conditions being metterms of this Section 8.1. The Purchaser Any exercise of the Call Right in accordance with this Agreement and the Purchase Agreement shall be entitled subject to exercise such Call Right immediately and rescission pursuant to Section 3 of 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 RightPurchase Agreement.”