Common use of Company Call Option Clause in Contracts

Company Call Option. (i) Subject to the terms and conditions set forth herein, prior to 2:30 p.m. (New York City time) on any Trading Day (as defined in EXHIBIT A) during the period between the Closing Date (as defined in Purchase Agreement) and the Trading Day immediately preceding the first year anniversary of the Closing Date (the "Call Expiration Date"), the Company may deliver written notices to the Holder (each, a "Call Notice" and the Trading Day a Call Notice is delivered, a "Delivery Date"), of the Company's election to call, for a price of $.0001 per Warrant Share, a portion of this Warrant as further described herein. Notwithstanding anything to the contrary set forth in this Warrant: (1) a Call Notice may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock for the two Trading Days immediately preceding the Delivery Date, (2) no Call Notice may be delivered until the expiration of the Call Expiration Time (as defined below) for the immediately preceding Call Notice, (3) no Call Notice may be delivered if the Exercise Price (as defined herein) applicable to an exercise of this Warrant in response to such Call Notice is less than $4.01 per share and (4) no Call Notice may be delivered unless the conditions set forth in Section 3(b)(iii) have been either satisfied by the Company or waived by the Holder. (ii) The portion of this Warrant subject to a Call Notice will be canceled and of no further effect from and after 5:00 p.m. (New York City time) on the second Trading Day following Delivery Date (the "Call Expiration Time"), unless between the Delivery Date and the Call Expiration Time the Holder notifies the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c). (iii) The right of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, at the option of the Holder, shall be null and void AB INITIO): (A) The representations and warranties of the Company contained in the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements") shall be true and correct as of each of the applicable Delivery Date and Call Expiration Time, as though first made on and as of such Delivery Date and Call Expiration Time (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof"), which representations and warranties shall be true as of such specific date); (B) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares in accordance with Section 3(c)(ii)), and agreements in the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date and Call Expiration Time; (C) The Underlying Shares Registration Statement (as defined in EXHIBIT A) shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (E) Since the Closing Date, no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT A) shall have occurred; (F) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (G) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Market ("NASDAQ"), or on the Nasdaq Smallcap Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (H) No approval of the shareholders of the Company shall be required under the rules of the Nasdaq Stock Market or any other Subsequent Market on which the Common Stock is traded or listed for trading in order to issue the number of Warrant Shares indicated in the applicable Call Notice at the Exercise Price; (I) Exercise of the Warrant with respect to all of the Warrant Shares subject to such Call Notice would not result in a violation of, or be limited by, any subsection of Section 3(d).

Company Call Option. Any Option Shares purchased by the Participant through the exercise of the Option shall be subject to the Company’s Call Option as follows: (i) Subject to the terms and conditions Other than as set forth hereinin the second sentence of Section 3(f)(vii), prior to 2:30 p.m. (New York City time) on any Trading Day (as defined in EXHIBIT A) during upon and following the period between the Closing Date (as defined in Purchase Agreement) and the Trading Day immediately preceding the first year anniversary termination of the Closing Date Participant’s employment with the Company for any reason (the "Call Expiration Date"or no reason), the Company may deliver written notices shall have the right and option (the “Call Option”), but not the obligation, to purchase from the Participant (or his estate or permitted transferees) any or all of the Option Shares (whether purchased pursuant to the Holder exercise of the Option prior to, on or following such termination or of employment). The purchase price (eachthe “Call Price”) of the Option Shares subject to purchase under this provision (the “Called Shares”) shall be (x) in the case of a termination of the Participant’s employment by the Company for Cause, a "the lower of the purchase price of such Called Shares, or the Fair Market Value of such Called Shares on the date of the applicable “Call Notice" and the Trading Day a Call Notice is delivered, a "Delivery Date"), of the Company's election to call, for a price of $.0001 per Warrant Share, a portion of this Warrant as further described herein. Notwithstanding anything to the contrary set forth in this Warrant: (1) a Call Notice may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock for the two Trading Days immediately preceding the Delivery Date, (2) no Call Notice may be delivered until the expiration of the Call Expiration Time ” (as defined below) and (y) in the case of any other termination of employment, the Fair Market Value of such Called Shares on the date of the applicable Call Notice. Notwithstanding the foregoing, if within three years of the Date of Grant, the Participant’s employment with the Company is terminated, other than: (A) by the Participant for Good Reason, (B) by the immediately preceding Company on account of Disability, or (C) by reason of the Participant’s death, (x) the purchase price of any Called Shares that are Accelerated Vested Option Shares on the date of the Call Notice shall be the lower of the purchase price of such Called Shares, or the Fair Market Value of such Called Shares on the date of the applicable Call Notice and (y) the Participant shall be obligated to repay the Company the aggregate amount of any dividends or distributions paid to the Participant on any of the Called Shares that are Accelerated Vested Option Shares as of the date of the Call Notice. If the Company’s Call Option is for less than all of the Option Shares then outstanding and if any Accelerated Vested Option Shares are outstanding on the date of the Company’s Call Notice, (3) no the Company’s Call Notice may Option shall first be delivered if the Exercise Price (as defined herein) applicable applied with respect to an exercise of this Warrant in response to such Call Notice is less than $4.01 per share and (4) no Call Notice may be delivered unless the conditions set forth in Section 3(b)(iii) have been either satisfied by the Company or waived by the HolderOption Shares that are Accelerated Vested Option Shares. (ii) The portion of this Warrant subject Company may exercise the Call Option by delivering or mailing to a Call Notice will be canceled and of no further effect from and after 5:00 p.m. the Participant (New York City time) on the second Trading Day following Delivery Date (the "Call Expiration Time"or to his estate, if applicable), unless between the Delivery Date and the Call Expiration Time the Holder notifies the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c6(a) of this Agreement, written notice of exercise (a “Call Notice”). The Call Notice shall specify the date thereof, the number of Called Shares and the Call Price. (iii) The right Within ten (10) days after his receipt of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, the Participant (or his estate) shall tender to the Company, at its principal office the option certificate or certificates representing the Called Shares, duly endorsed in blank by the Participant (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the HolderCompany. Upon its receipt of such shares, the Company shall be null and void AB INITIO):pay to the Participant the aggregate Call Price therefor, in cash. (Aiv) The Company will be entitled to receive customary representations and warranties from the Participant regarding the sale of the Company contained in Called Shares pursuant to the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements") shall be true and correct as of each exercise of the applicable Delivery Date Call Option as may reasonably requested by the Company, including but not limited to the representation that the Participant has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Expiration TimeNotice, then from and after the time of delivery of the Call Notice, the Participant shall no longer have any rights as though first made on and as a holder of such Delivery Date and Call Expiration Time the Called Shares subject thereto (other than representations and warranties which relate the right to a specific date (which shall not include representations and warranties relating to receive payment of the "date hereof"Call Price as described above), which representations and warranties such Called Shares shall be true as of such specific date); (B) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares deemed purchased in accordance with Section 3(c)(ii)), and agreements in the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date provisions hereof and Call Expiration Time; (C) The Underlying Shares Registration Statement (as defined in EXHIBIT A) shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (E) Since the Closing Date, no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT A) shall have occurred; (F) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (G) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Market ("NASDAQ"), or on the Nasdaq Smallcap Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (H) No approval of the shareholders of the Company shall be required under deemed to be the rules owner and holder of such Called Shares. (vi) Any Option Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Nasdaq Stock Market Company’s right to exercise the Call Option. (vii) This Section 3(f) is in addition to, and not in lieu of, any rights and obligations of the Participant and the Company in respect of the Option Shares contained in the Stockholders Agreement. Notwithstanding the above, this Section 3(f) shall be ineffective as to each Option Share on and following an Initial Offering or any other Subsequent Market on event which causes the Common Stock, or other securities for which all or substantially all of the Common Stock is traded may have been exchanged, to be or become listed for trading in order to issue the number of Warrant Shares indicated on or over an established securities market or established trading system. (viii) Notwithstanding anything in the applicable Call Notice at Plan to the Exercise Price; (I) Exercise contrary, solely for purposes of this Section 3(f), the Warrant with respect to all of term “Fair Market Value” shall have the Warrant Shares subject to meaning that such Call Notice would not result term is given in a violation of, or be limited by, any subsection of Section 3(d)the Stockholders Agreement.

Company Call Option. (i) Subject to the terms and conditions set forth herein, prior to 2:30 p.m. (New York City time) on any Trading Day (as defined in EXHIBIT Exhibit A) during the period between the Closing Effective Date (as defined in Purchase AgreementExhibit A) and the Trading Day immediately preceding following the first second year anniversary of the Closing Effective Date (the "Call Expiration Date"), the Company may deliver written notices to the Holder (each, a "Call Notice" and the Trading Day a Call Notice is delivered, a "Delivery Date"), of the Company's election to call, for a price of $.0001 .0005 per Warrant Share, a portion of this Warrant as further described herein; provided that such price shall be adjusted to reflect any adjustment in the number of Warrant Shares issuable hereunder, so that the maximum aggregate redemption price shall continue to be $1,000. Notwithstanding anything to the contrary set forth in this Warrant: (1) a Call Notice may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock for the two Trading Days immediately preceding the Delivery Date, (2) no Call Notice may be delivered until the expiration of the Call Expiration Time (as defined below) for the immediately preceding Call Notice, (3) no a Call Notice may be delivered indicate that if the Exercise Price (as defined herein) applicable to an exercise of this Warrant in response pursuant to such Call Notice is less shall be lower than $4.01 per share and (4) no Call Notice may be delivered unless the conditions set forth in Section 3(b)(iii) have been either satisfied a dollar amount designated by the Company or waived by in such Call Notice (such dollar amount, a "Floor Price"), then, at the Holder.option of the (ii) The portion of this Warrant subject to a Call Notice will be canceled and of no further effect from and after 5:00 5:30 p.m. (New York City time) on the second Trading Day following Delivery Date (the "Call Expiration Time"), unless between the Delivery Date and the Call Expiration Time the Holder notifies the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c3(b)(ii). (iii) The right of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, at the option of the Holder, shall be null and void AB INITIOab initio): (Aa) The representations and warranties of the Company contained in the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements") shall be true and correct as of each of the applicable Delivery Date and Call Expiration Time, as though first made on and as of such Delivery Date and Call Expiration Time (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof"), ) which representations and warranties shall be true as of such specific date); (Bb) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares in accordance with Section 3(c)(ii3(a)), agreements and agreements in conditions of the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date and Call Expiration Time; (Cc) The Underlying Shares Registration Statement (as defined in EXHIBIT Exhibit A) shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (Dd) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents;or (Ee) Since the Closing DateDate (as defined in the Purchase Agreement), no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT Exhibit A) shall have occurred; ; (Ff) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (Gg) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Small Cap Market ("NASDAQ"), or on the Nasdaq Smallcap National Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (Hh) No approval of the shareholders of the Company shall be required under the rules of the Nasdaq Stock Market or any other Subsequent Market on which the Common Stock is traded or listed for trading in order to issue the number of Warrant Shares indicated in the applicable Call Notice at the Exercise Price; (Ii) Exercise For the five Trading Days immediately preceding the applicable Delivery Date, the average daily trading volume of the Warrant with respect to all Common Stock on the NASDAQ as reported by Bloomberg L.P., shall be at least 20,000 shares and the average of the Warrant Shares subject to Per Share Market Values (as defined in Exhibit A) for such five Trading Days shall be at least $5.00; and (j) The Call Notice at issue would not result in a violation of, or be limited by, any subsection of Section 3(d3(e).

Company Call Option. (a) The Company shall have the right to cause any of the Management Stockholders or Optionholders (or their respective estates, as the case may be) to sell all (but not less than all) of their respective Shares and Option Shares upon occurrence of a Call Event or during the Call Period (the "Call Option"). A Management Stockholder or Optionholder (or their respective Related Employee) which is the subject of a Call Event shall notify the Company in writing ("Call Event Notice") of the occurrence of the Call Event and the details thereof, promptly after the occurrence thereof. The Company shall exercise its Call Option by delivery of written notice thereof (the "Call Exercise Notice") to the Management Stockholder or Optionholder, as the case may be, at any time (i) after becoming aware of a Call Event but not later than the (60) days after receipt of the Call Event Notice or (ii) during the Call Period. Upon receipt of a Call Notice, the Management Stockholder or Optionholder (or their respective estates, as the case may be) shall be obligated to sell all of its Shares and Option Shares (the "Call Shares") to the Company at the Call Price. If the Company exercises its Call Option, each Optionholder shall exercise its Options so as to enable the Company to purchase the Option Shares subject to such Call Option, which exercise shall be conditioned upon, and shall be deemed effective immediately prior to, the consummation of the purchase of such Option Shares by the Company. (b) The closing of the purchase and sale of Call Shares shall take place at the principal offices of Flowers on the date designated by the Company upon ten (10) days prior written notice, which date shall be not later than seventy-five (75) business days after (i) delivery of the Call Exercise Notice or (ii) the end of the Call Period, as the case may be. At the closing of the purchase and sale of Call Shares, the Management Stockholder or Optionholder, as the case may be, shall deliver to the Company certificates representing the Call Shares duly endorsed or accompanied by stock powers executed in blank, in form and substance satisfactory to the Company together with evidence satisfactory to the Company that such Call Shares are being transferred free and clear of all Liens. In addition, the Management Stockholder or Optionholder, as the case may be, shall deliver to the Company and cause their respective Related Employees to deliver to the Company, resignations of each such person as a director, and from all officer positions, of the Company and each of its Subsidiaries and as a fiduciary or trustee of any benefit or other plan of the Company and any Subsidiary. (i) Subject to the terms and conditions set forth hereinprovisions of Section 6.3, prior to 2:30 p.m. at the closing, the Company shall pay the Call Price for any Call Shares purchased as a result of a Primary Call Event by delivery of: (New York City time) on any Trading Day (as defined in EXHIBIT A) during a promissory note for the period between Call Price substantially in the Closing Date (as defined in Purchase Agreement) and the Trading Day immediately preceding the first year anniversary form of the Closing Date Exhibit E annexed hereto (the "Call Expiration DateNote"), which note shall be payable in seven (7) equal annual payments together with interest accrued thereon at the rate of 7% per annum, the first payment of which shall be made on the later of the last business day of June or December next following the closing date; and (B) a Pledge, pursuant to which the Company may deliver written notices shall pledge the Call Shares to the Holder (eachManagement Stockholder, a "Call Notice" and Optionholder, or their respective estates, as the Trading Day a Call Notice is deliveredcase may be, a "Delivery Date"), of as collateral security for the Company's election to call, for a price of $.0001 per Warrant Share, a portion of this Warrant as further described hereinobligations under the Call Note. Notwithstanding anything the foregoing, the Company and the Management Stockholder or Optionholder, as the case may be, subject to the contrary set forth in this Warrant: (1) a Call Notice Event may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock agree upon different terms for the two Trading Days immediately preceding the Delivery Date, (2) no Call Notice may be delivered until the expiration payment of the Call Expiration Time (as defined below) for the immediately preceding Call Notice, (3) no Call Notice may be delivered if the Exercise Price (as defined herein) applicable to an exercise of this Warrant in response to such Call Notice is less than $4.01 per share and (4) no Call Notice may be delivered unless the conditions set forth in Section 3(b)(iii) have been either satisfied by the Company or waived by the HolderPrice. (ii) The portion Subject to the provisions of this Warrant Section 6.3, at the closing, the Company shall pay the Call Price for any Call Shares not purchased as a result of a Primary Call Event by delivery of a certified check or immediately available funds for the entire Call Price. Notwithstanding the foregoing, the Company and the Management Stockholder or Optionholder, as the case may be, subject to a Call Notice will be canceled and of no further effect from and after 5:00 p.m. (New York City time) on the second Trading Day following Delivery Date (the "Call Expiration Time"), unless between the Delivery Date and the Call Expiration Time Event may agree upon different terms for the Holder notifies payment of the Call Price. (d) At the closing, the Management Stockholder, Optionholder and their respective Related Employees shall (to the extent not already included in calculation of that Call Price) pay in full all loans, advances or similar monetary obligations owing or otherwise outstanding from the Management Stockholder, the Optionholder, their respective Related Employees or any of their respective Affiliates to the Company or its Affiliates, and any amounts owed to the Company or its Affiliates by the Management Stockholder, the Optionholder or their respective Related Employees with respect to the exercise of Options or other Purchase Rights. (e) The Company may assign its Call Option to Flowers or one or more Company Affiliates, in which event all references to the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c). (iii) The right of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, at the option of the Holder, shall be null and void AB INITIO): (A) The representations and warranties of the Company contained in the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements") shall be true and correct as of each of the applicable Delivery Date and Call Expiration Time, as though first made on and as of such Delivery Date and Call Expiration Time (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof"), which representations and warranties shall be true as of such specific date); (B) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares in accordance with Section 3(c)(ii)), and agreements in the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date and Call Expiration Time; (C) The Underlying Shares Registration Statement (as defined in EXHIBIT A) shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (E) Since the Closing Date, no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT A) shall have occurred; (F) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (G) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Market ("NASDAQ"), or on the Nasdaq Smallcap Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (H) No approval of the shareholders of the Company shall be required under the rules of the Nasdaq Stock Market or any other Subsequent Market on which the Common Stock is traded or listed for trading in order to issue the number of Warrant Shares indicated in the applicable Call Notice at the Exercise Price; (I) Exercise of the Warrant with respect to all of the Warrant Shares subject to such Call Notice would not result in a violation of, or be limited by, any subsection of Section 3(d).Section

Company Call Option. (a) Upon the termination of the Participant’s employment with the Company for any reason (including if the Participant dies while an employee of the Company) prior to the effective date of an IPO (a “Call Purchase Event”), subject to the provisions of this Section 6, the Company may, at its sole option exercisable by written notice (a “Purchase Notice”) delivered to the Participant (or in the case of a deceased Participant, the Participant’s personal representative) within ninety (90) days after the applicable Call Purchase Event (or, in the event the applicable Call Purchase Event is the death of the Participant, within thirty (30) days after the appointment and qualification of the deceased Participant’s personal representative, if later), elect to purchase and, upon the giving of such notice, the Company shall be obligated to purchase, and the Participant (and the Related Transferees, if any, of the Participant or, in the case of a deceased Participant, the Participant’s personal representative) (the Participant or the Participant’s personal representative and each Related Transferee being referred to herein as a “Seller”) shall be obligated to sell, all, or any lesser portion indicated in the Purchase Notice, of the Applicable Shares held by the Sellers at a per share price equal to: (i) Subject if the Participant’s employment is terminated by the Company for Cause or the Participant resigns as an employee of the Company, the lesser of (x) the Fair Market Value of the Applicable Shares as of the Grant Date or (y) the Fair Market Value of the Applicable Shares as of the date of the Call Purchase Event; or (ii) if the Participant’s employment is terminated by the Company without Cause, or due to the terms and conditions Participant death or Disability while an employee of the Company, the Fair Market Value of the Applicable Shares as of the date of the Call Purchase Event. (b) If the Company does not elect to exercise its option set forth hereinin Section 6(a) above, prior the Company shall give written notice that it is not so electing to 2:30 p.m. each Fortress Entity owning Common Stock within the time periods specified in Section 6(a) for the giving of the Purchase Notice. Upon receipt of such notice from the Company, each Fortress Entity owning Common Stock shall have the option, exercisable by written notice (New York City timea “Fortress Entity Purchase Notice”) delivered to the Sellers within fifteen (15) days after receipt of such notice from the Company, to purchase from the Sellers (and, upon the giving of the Fortress Entity Purchase Notice, such Fortress Entity shall be obligated to purchase and the Sellers shall be obligated to sell) all, or any lesser portion indicated in the Fortress Entity Purchase Notice, of the Applicable Shares held by the Sellers; provided, however, if oversubscribed by more than one such Fortress Entity providing a Fortress Entity Purchase Notice, each such Fortress Entity shall purchase a pro rata portion of such Applicable Shares held by Sellers determined by its pro rata portion of all shares of Common Stock owned by such subscribing Fortress Entities) at the per share price determined in accordance with paragraph (a) of this Section 6. (c) In the event a purchase of Applicable Shares pursuant to this Section 6 shall be prohibited by law or would cause a default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its affiliates may be a party, the obligations of the Sellers and the Company pursuant to this Section 6 shall be suspended and no such default shall be caused; provided, however, that (x) the purchase price to be paid by the Company for the Applicable Shares shall accrue interest at the lowest rate necessary to prevent the imputation of interest or original issue discount under the Internal Revenue Code of 1986, as amended (the “Code”), reduced by any dividends or distributions received by the Participant (but not to an amount less than zero) on any Trading Day (as defined in EXHIBIT A) such Applicable Shares during the period between of such suspension, which interest shall likewise be paid when such prohibition first lapses or is waived and no such default would be caused and (y) in the Closing Date (as defined in Purchase Agreement) event of any such suspension, if one or more Fortress Entities so elect and no violation of law would be caused and no default under the Trading Day immediately preceding terms of any indenture or loan agreement or other instrument to which the first year anniversary Company or any of the Closing Date (the "Call Expiration Date")its affiliates may be a party would result, the Company may deliver written notices shall transfer its obligations under this Section 6 to the Holder (eachsuch Fortress Entities, a "Call Notice" in which case such Fortress Entities and the Trading Day a Call Notice is delivered, a "Delivery Date"), Sellers shall be obligated to complete the purchase of the Company's election Applicable Shares pursuant to call, for a price of $.0001 per Warrant Share, a portion of this Warrant as further described herein. Section 6. (d) Notwithstanding anything to the contrary set forth in this Warrant: Section 6 to the contrary, neither the Company nor a Fortress Entity shall exercise the option referenced in this Section 6 with respect to any Applicable Shares delivered in respect of RSUs that have vested within the six (16) a Call Notice may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock for the two Trading Days months immediately preceding the Delivery Datedate that the applicable Purchase Notice or Fortress Entity Purchase Notice is sent as provided in this Section 6, and in the event that any RSUs have vested within the six (26) no Call Notice months immediately preceding the date that would otherwise be the final day that the Company or the Fortress Entities may be delivered until exercise the right to purchase the related Applicable Shares pursuant to this Section 6, then such final day shall become the date that is ten (10) business days following the expiration of the Call Expiration Time such six (as defined below6) for the immediately preceding Call Notice, (3) no Call Notice may be delivered if the Exercise Price (as defined herein) applicable to an exercise of this Warrant in response to such Call Notice is less than $4.01 per share and (4) no Call Notice may be delivered unless the conditions set forth in Section 3(b)(iii) have been either satisfied by the Company or waived by the Holdermonth period. (ii) The portion of this Warrant subject to a Call Notice will be canceled and of no further effect from and after 5:00 p.m. (New York City time) on the second Trading Day following Delivery Date (the "Call Expiration Time"), unless between the Delivery Date and the Call Expiration Time the Holder notifies the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c). (iii) The right of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, at the option of the Holder, shall be null and void AB INITIO): (A) The representations and warranties of the Company contained in the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements") shall be true and correct as of each of the applicable Delivery Date and Call Expiration Time, as though first made on and as of such Delivery Date and Call Expiration Time (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof"), which representations and warranties shall be true as of such specific date); (B) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares in accordance with Section 3(c)(ii)), and agreements in the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date and Call Expiration Time; (C) The Underlying Shares Registration Statement (as defined in EXHIBIT A) shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (E) Since the Closing Date, no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT A) shall have occurred; (F) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (G) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Market ("NASDAQ"), or on the Nasdaq Smallcap Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (H) No approval of the shareholders of the Company shall be required under the rules of the Nasdaq Stock Market or any other Subsequent Market on which the Common Stock is traded or listed for trading in order to issue the number of Warrant Shares indicated in the applicable Call Notice at the Exercise Price; (I) Exercise of the Warrant with respect to all of the Warrant Shares subject to such Call Notice would not result in a violation of, or be limited by, any subsection of Section 3(d).

Company Call Option. Any Common Stock purchased by the Participant through the exercise of the Option (the “Option Shares”) shall be subject to the Company’s Call Option as follows: (i) Subject to the terms and conditions Other than as set forth hereinin the second sentence of Section 3(f)(vii), prior to 2:30 p.m. (New York City time) on any Trading Day (as defined in EXHIBIT A) during upon and following the period between the Closing Date (as defined in Purchase Agreement) and the Trading Day immediately preceding the first year anniversary termination of the Closing Date Participant’s employment with the Company for any reason (the "Call Expiration Date"or no reason), the Company may deliver written notices shall have the right and option (the “Call Option”), but not the obligation, to purchase from the Participant (or his estate or permitted transferees) any or all of the Option Shares (whether purchased pursuant to the Holder exercise of the Option prior to, on or following such termination of employment). The purchase price (eachthe “Call Price”) of the Option Shares subject to purchase under this provision (the “Called Shares”) shall be (x) in the case of (A) a termination of the Participant’s employment by the Company for Cause or (B) the termination of the Participant’s employment for any reason (other than the Participant’s death) within one year following the Date of Grant, a "the lower of the purchase price of such Called Shares or the Fair Market Value of such Called Shares on the date of the applicable “Call Notice" and the Trading Day a Call Notice is delivered, a "Delivery Date"), of the Company's election to call, for a price of $.0001 per Warrant Share, a portion of this Warrant as further described herein. Notwithstanding anything to the contrary set forth in this Warrant: (1) a Call Notice may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock for the two Trading Days immediately preceding the Delivery Date, (2) no Call Notice may be delivered until the expiration of the Call Expiration Time ” (as defined below) for and (y) in the immediately preceding case of any other termination of employment, the Fair Market Value of such Called Shares on the date of the applicable Call Notice, (3) no Call Notice may be delivered if the Exercise Price (as defined herein) applicable to an exercise of this Warrant in response to such Call Notice is less than $4.01 per share and (4) no Call Notice may be delivered unless the conditions set forth in Section 3(b)(iii) have been either satisfied by the Company or waived by the Holder. (ii) The portion of this Warrant subject Company may exercise the Call Option by delivering or mailing to a Call Notice will be canceled and of no further effect from and after 5:00 p.m. the Participant (New York City time) on the second Trading Day following Delivery Date (the "Call Expiration Time"or to his estate, if applicable), unless between the Delivery Date and the Call Expiration Time the Holder notifies the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c6(a) of this Agreement, written notice of exercise (a “Call Notice”). The Call Notice shall specify the date thereof, the number of Called Shares and the Call Price. (iii) The right Within ten (10) days after his receipt of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, the Participant (or his estate) shall tender to the Company, at its principal office the option certificate or certificates representing the Called Shares, duly endorsed in blank by the Participant (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the HolderCompany. Upon its receipt of such shares, the Company shall be null and void AB INITIO):pay to the Participant the aggregate Call Price therefor, in cash. (Aiv) The Company will be entitled to receive customary representations and warranties from the Participant regarding the sale of the Company contained in Called Shares pursuant to the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements") shall be true and correct as of each exercise of the applicable Delivery Date Call Option as may reasonably requested by the Company, including but not limited to the representation that the Participant has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Expiration TimeNotice, then from and after the time of delivery of the Call Notice, the Participant shall no longer have any rights as though first made on and as a holder of such Delivery Date and Call Expiration Time the Called Shares subject thereto (other than representations and warranties which relate the right to a specific date (which shall not include representations and warranties relating to receive payment of the "date hereof"Call Price as described above), which representations and warranties such Called Shares shall be true as of such specific date); (B) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares deemed purchased in accordance with Section 3(c)(ii)), and agreements in the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date provisions hereof and Call Expiration Time; (C) The Underlying Shares Registration Statement (as defined in EXHIBIT A) shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (E) Since the Closing Date, no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT A) shall have occurred; (F) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (G) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Market ("NASDAQ"), or on the Nasdaq Smallcap Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (H) No approval of the shareholders of the Company shall be required under deemed to be the rules owner and holder of such Called Shares. (vi) Any Option Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Nasdaq Stock Market Company’s right to exercise the Call Option. (vii) This Section 3(f) is in addition to, and not in lieu of, any rights and obligations of the Participant and the Company in respect of the Option Shares contained in the Stockholders Agreement. Notwithstanding the above, this Section 3(f) shall be ineffective as to each Option Share on and following an Initial Offering or any other Subsequent Market on event which causes the Common Stock, or other securities for which all or substantially all of the Common Stock is traded may have been exchanged, to be or become listed for trading in order to issue the number of Warrant Shares indicated on or over an established securities market or established trading system. (viii) Notwithstanding anything in the applicable Call Notice at Plan to the Exercise Price; (I) Exercise contrary, solely for purposes of this Section 3(f), the Warrant with respect to all of term “Fair Market Value” shall have the Warrant Shares subject to meaning that such Call Notice would not result term is given in a violation of, or be limited by, any subsection of Section 3(d)the Stockholders Agreement.

Company Call Option. (ia) Subject The provisions of Section 5.1(b), (c), (d), (e), (f) of the Employment Agreement and the defined terms contained in the Employment Agreement that are used in such provisions are incorporated herein by reference as if such provisions were set forth in full herein. (b) If the Company does not elect to exercise its option set forth in paragraph (a) of this Section 4, the Company shall give written notice that it is not so electing to GEI within the time periods set forth in paragraph (a) of this Section 4 for the giving of notice. Upon receipt of such notice from the Company, GEI shall have the option, exercisable by written notice (a "GEI Purchase Notice") delivered to the terms and conditions Management Investor (or, in the case of a deceased Management Investor, the Management Investor's personal representative) within the time periods set forth hereinin paragraph (a) of this Section 4 for the giving of notice, prior to 2:30 p.m. purchase from the Management Investor (New York City time) on any Trading Day (as defined in EXHIBIT A) during the period between the Closing Date (as defined in Purchase Agreement) and the Trading Day immediately preceding the first year anniversary Related Transferees, if any, of the Closing Date Management Investor or, in the case of a deceased or incapacitated Management Investor, his personal representative (the "Call Expiration Date")Seller" ) (and, upon the Company may deliver written notices giving of the GEI Purchase Notice, GEI shall be obligated to the Holder (each, a "Call Notice" purchase and the Trading Day a Call Notice is deliveredSeller shall be obligated to sell) all, a "Delivery Date")or any lesser portion indicated in the GEI Purchase Notice, of the Company's election to call, for a price of $.0001 per Warrant Share, a portion of this Warrant as further described herein. Notwithstanding anything to the contrary set forth in this Warrant: (1) a Call Notice may not apply to a number of Warrant Shares in excess of 15% of the average trading volume of the Common Stock for held by the two Trading Days immediately preceding Seller at the Delivery Date, (2) no Call Notice may be delivered until the expiration of the Call Expiration Time (as defined below) for the immediately preceding Call Notice, (3) no Call Notice may be delivered if the Exercise Price (as defined herein) applicable to an exercise of this Warrant in response to such Call Notice is less than $4.01 per share and (4) no Call Notice may be delivered unless the conditions price set forth in paragraph (a) of this Section 3(b)(iii4. (c) have been either satisfied In the event the Company has elected to purchase shares of Common Stock pursuant to this Section 4 but, as of the proposed closing of such purchase, such purchase by the Company is prohibited by law or waived by would cause a default under the Holder. terms of any indenture or loan agreement or other instrument to which the Company or any of its subsidiaries may be a party, the obligations of the Seller (iiwith respect to the Company) The portion and the Company pursuant to this Section 4 shall be foregone forever and no such default would be caused; provided, however, that in such event, if GEI so elects and no violation of law would be caused and no default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its subsidiaries may be a party would result, the Company shall transfer its obligations under this Warrant subject Section 4 to GEI or to a Call Notice will be canceled and of no further effect from and after 5:00 p.m. subsidiary, in which case GEI or the subsidiary (New York City timeas the case may be) on the second Trading Day following Delivery Date (the "Call Expiration Time"), unless between the Delivery Date and the Call Expiration Time Management Investor (and the Holder notifies the Company in writing that it will exercise this Warrant to acquire the number of Warrant Shares subject to such Call Notice at the Exercise Price per share set forth in Section 3(c). Such exercise shall be in accordance with Section 3(c). (iii) The right Related Transferees, if any, of the Company to deliver a Call Notice is subject to the satisfaction or waiver by the Holder, at or before the applicable Call Expiration Time, of each of the following conditions (and, if after delivery thereof and on the applicable Exercise Date, any of the following conditions shall cease to be met, such Call Notice, at the option of the Holder, shall be null and void AB INITIO): (A) The representations and warranties of the Company contained in the Purchase Agreement other than as set forth in clause (c) of Section 2.1(j) ("SEC Documents; Financial Statements"Management Investor) shall be true obligated to complete the purchase of shares of Common Stock pursuant to this Section 4. In the event that pursuant to GEI's election the Company has transferred its obligations under this Section 4 to GEI and correct as a purchase of each shares of Common Stock by GEI pursuant to this Section 4 is prohibited by law or would cause a default under the applicable Delivery Date and Call Expiration Timeterms of any indenture or loan agreement or other instrument to which GEI may be a party, as though first made on and as the obligations of such Delivery Date and Call Expiration Time (other than representations and warranties which relate GEI pursuant to a specific date (which shall not include representations and warranties relating to the "date hereof"), which representations and warranties this Section 4 shall be true as of foregone forever and no such specific date); (B) The Company shall have performed, satisfied and complied in all material respects with all covenants (including timely delivery of Warrant Shares in accordance with Section 3(c)(ii)), and agreements in the Transaction Documents (as defined in the Purchase Agreement) to be performed, satisfied or complied with by the Company at or prior to the applicable Delivery Date and Call Expiration Time; (C) The Underlying Shares Registration Statement (as defined in EXHIBIT A) default shall be effective on the Delivery Date, not subject to any stop order or suspension, and the Underlying Shares Registration Statement shall cover all of the Warrant Shares subject to such Call Notice; (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and in force on the Delivery Date which prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (E) Since the Closing Date, no event or series of events which reasonably would be expected to have or result in a Material Adverse Effect (as defined in the Purchase Agreement) and no Change of Control Transaction (as defined in EXHIBIT A) shall have occurred; (F) Since the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (as defined in Exhibit A) for a period in excess of five consecutive Trading Days or ten Trading Days in the aggregate (which need not be consecutive Trading Days), except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company; (G) On the Delivery Date, the Common Stock shall be trading on the Nasdaq National Market ("NASDAQ"), or on the Nasdaq Smallcap Market, New York Stock Exchange or American Stock Exchange (each, a "Subsequent Market"); (H) No approval of the shareholders of the Company shall be required under the rules of the Nasdaq Stock Market or any other Subsequent Market on which the Common Stock is traded or listed for trading in order to issue the number of Warrant Shares indicated in the applicable Call Notice at the Exercise Price; (I) Exercise of the Warrant with respect to all of the Warrant Shares subject to such Call Notice would not result in a violation of, or be limited by, any subsection of Section 3(d)caused.