Common use of Change of Control Call Clause in Contracts

Change of Control Call. To the extent a Holder has not delivered a Change of Control Election Notice in accordance with Section 9(a), or a Holder has delivered a Change of Control Election Notice for less than all of its shares of Series B Preferred Stock (or in either case, a Holder has withdrawn a Change of Control Election Notice in respect of any or all of its shares of Series B Preferred Stock pursuant to Section 9(k)), the Company may elect to redeem (the “Change of Control Call”), subject to the right of such Holders to convert the Series B Preferred Stock pursuant to Section 6(a) prior to any such redemption, all of such Holders’ shares of Series B Preferred Stock which are not subject to a Change of Control Put at a redemption price per share, payable in cash, equal to the Liquidation Preference as of the date of redemption (the “Change of Control Call Price”). For the avoidance of doubt, if the Holder exercises the Change of Control Put in part, the Company can exercise the Change of Control Call for the remainder of such Holder’s shares of Series B Preferred Stock. In order to elect a Change of Control Call, the Company must send irrevocable notice of such election no less than five (5) Business Days, nor more than fifteen (15) Business Days, after the delivery of a Change of Control Put Notice, which notice shall contain the redemption date (which shall be no less than 30 nor more than 60 calendar days following the date of such notice), instructions for Holders to receive the Change of Control Call Price, the amount of the Change of Control Call Price, and the last date for a Holder to convert its shares of Series B Preferred Stock in advance of the Change of Control Call (which shall be the Business Day immediately preceding the redemption date). The Company shall not have the right to elect a Change of Control Call unless, as of the date of delivery of notice of a Change of Control Call, it has set aside sufficient funds legally available for the payment of the full Change of Control Call Price for all outstanding shares of Series B Preferred Stock.

Change of Control Call. To In the extent event of a Change of Control following which the Company merges with another person and is not the surviving corporation or the Common Stock is no longer listed on a U.S. national securities exchange, if a Holder has not delivered a Change of Control Election Notice in accordance with Section 9(a), ) within the time specified therein or a Holder has delivered a Change of Control Election Notice for less than all of its shares of Series B B-1 Preferred Stock (or in either case, a Holder has withdrawn a Change of Control Election Notice in respect of any or all of its shares of Series B Preferred Stock pursuant to Section 9(k))Stock, the Company may elect to redeem (the a “Change of Control Call”), subject to the right of such Holders to convert the Series B B-1 Preferred Stock pursuant to Section 6(a) at any time prior to any such redemption, all of such Holders’ shares of Series B B-1 Preferred Stock which that are not subject to a the Change of Control Put Election Notice (if any) at a redemption price per share, payable in cash, equal to the Liquidation Preference as of the date of redemption (the “Change of Control Call Price”). For the avoidance of doubt, if the Holder exercises the Change of Control Put in part, the Company can exercise the Change of Control Call for the remainder of such Holder’s shares of Series B Preferred StockPrice. In order to elect a Change of Control Call, the Company must send an irrevocable notice of such election no less than five (5) Business Days, nor more than fifteen (15) Business Days, after at the delivery of a same time as the Initial Change of Control Put Notice, which notice shall contain the anticipated redemption date (which shall be contingent upon the closing of the Change of Control transaction or if the Change of Control transaction has already occurred, such date as elected by the Company no less than 30 nor more than 60 calendar days following the date of such notice), instructions for Holders to receive the Change of Control Call Put Price, the amount of the Change of Control Call Put Price, and the last date for a Holder to convert its shares of Series B B-1 Preferred Stock in advance of the Change of Control Call (which shall be the Business Day immediately preceding the redemption date). The Company shall not have the right to elect a Change of Control Call unless, as of the date of delivery of notice of a Change of Control Call, it has set aside sufficient funds legally available for the payment of the full Change of Control Call Put Price for all outstanding shares of Series B B-1 Preferred Stock.

Change of Control Call. To In the extent event of a Change of Control following which the Company merges with another person and is not the surviving corporation or the Common Stock is no longer listed on a U.S. national securities exchange, if a Holder has not delivered a Change of Control Election Notice in accordance with Section 9(a), 1(a) within the time specified therein or a Holder has delivered a Change of Control Election Notice for less than all of its shares of Series B B-2 Preferred Stock (or in either case, a Holder has withdrawn a Change of Control Election Notice in respect of any or all of its shares of Series B Preferred Stock pursuant to Section 9(k))Stock, the Company may elect to redeem (the a “Change of Control Call”), subject to the right of such Holders to convert the Series B B-2 Preferred Stock pursuant to Section 6(a1(a) at any time prior to any such redemption, all of such Holders’ shares of Series B B-2 Preferred Stock which that are not subject to a the Change of Control Put Election Notice (if any) at a redemption price per share, payable in cash, equal to the Liquidation Preference as of the date of redemption (the “Change of Control Call Price”). For the avoidance of doubt, if the Holder exercises the Change of Control Put in part, the Company can exercise the Change of Control Call for the remainder of such Holder’s shares of Series B Preferred StockPrice. In order to elect a Change of Control Call, the Company must send an irrevocable notice of such election no less than five (5) Business Days, nor more than fifteen (15) Business Days, after at the delivery of a same time as the Initial Change of Control Put Notice, which notice shall contain the anticipated redemption date (which shall be contingent upon the closing of the Change of Control transaction or if the Change of Control transaction has already occurred, such date as elected by the Company no less than 30 nor more than 60 calendar days following the date of such notice), instructions for Holders to receive the Change of Control Call Put Price, the amount of the Change of Control Call Put Price, and the last date for a Holder to convert its shares of Series B B-2 Preferred Stock in advance of the Change of Control Call (which shall be the Business Day immediately preceding the redemption date). The Company shall not have the right to elect a Change of Control Call unless, as of the date of delivery of notice of a Change of Control Call, it has set aside sufficient funds legally available for the payment of the full Change of Control Call Put Price for all outstanding shares of Series B B-2 Preferred Stock.