Common use of Company Call Right Clause in Contracts

Company Call Right. The Company shall have the right to purchase 20% of this Warrant at a price of $0.001 per share of Common Stock underlying the portion of the Warrant purchased (the “Repurchase Price”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Company shall notify the Holder of its exercise of the Company Call Right (such notification, a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) the Company shall repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled in accordance with the Warrant. Notwithstanding anything herein to the contrary, the Company may not deliver a Repurchase Notice (and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through and including the Counter Deadline, and (2) a registration statement shall be effective as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such shares of Common Stock, or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtained.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The (a) If a Funding Default occurs, the Company shall have the right to purchase 20% demand the surrender of this Warrant at a price of $0.001 per share of Common Stock underlying or any remaining portion thereof, Warrant Shares and/or cash from the portion of the Warrant purchased Investor as follows (the “Repurchase PriceCall Right”): (i) at any time that If the Bid Price is greater than Investor has not previously exercised this Warrant in full, then the Company shall have a right to demand the surrender of this Warrant, or equal remaining portion thereof, from the Investor without compensation, and the Investor shall promptly surrender this Warrant, or remaining portion thereof. Following such demand for surrender, this Warrant shall automatically be deemed to $1.00 have been canceled and shall have no further force or effect. (the “Threshold Price”ii) for If, prior to receiving a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Call Right Notice (as defined below) (the “Company Call Right”). The Company shall notify the Holder of its exercise of the Company Call Right (such notification, a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return to the Company an executed Notice of Exercise Investor has previously exercised this Warrant with respect to at least 20% some or all of the Warrant Shares, and the Investor has not previously sold such Warrant Shares, then the Company shall have a right to purchase from the Investor that number of shares of Common Stock subject equal to the number of shares of Common Stock issued in connection with the exercise(s) of the Warrant, at a repurchase price per share equal to the price per share paid by the Investor in connection with such exercise(s). For greater certainty, (a) if Warrant Shares were exercised for cash, the purchase price per share under the Call Right shall be equal to the Exercise Price, (b) if Warrant Shares were exercised in a Cashless Exercise, the purchase price per share for such Warrant Shares under the Call Right shall be zero, and (c) if such Warrant Shares were exercised on both a cash and Cashless Exercise basis, the purchase price per share under the Call Right shall be equal to the total amount of cash paid in connection with such cash exercise(s) divided by the total number of shares of Common Stock issued in connection with all exercises of the Warrant (whether on a cash or Cashless Exercise basis). (iii) If, prior to receiving a Call Right Notice, the Investor has previously exercised this WarrantWarrant with respect to some or all of the Warrant Shares, and the Investor subsequently sold such Warrant Shares, then the Investor shall remit to the Company the excess, if any, of (x) the proceeds received by Investor through the sale of such Warrant Shares, over (y) the aggregate Exercise Price for such Warrant Shares. In the event that the Holder has not returned Investor obtained such Warrant Shares through a Cashless Exercise, then the Investor shall instead remit to the Company an executed Notice all proceeds received by the Investor through the sale of Exercise such Warrant Shares. For the avoidance of doubt, in the event that the Investor has sold some or all of the Warrant Shares prior to receiving a Call Right Notice, then the right set forth in this paragraph (iii) shall constitute the sole Call Right of the Company with respect to at least 20% such Warrant Shares which have been sold. (b) The Company may exercise the Call Right by delivering a notice (the “Call Right Notice”) to the Investor within thirty (30) days after the occurrence of a Funding Default. On the tenth (10th) business day following delivery of the shares of Common Stock subject Call Right Notice to this Warrant by such timethe Investor, (i) the Company shall repurchase tender the portion of the Warrant subject to the Repurchase Noticepurchase price, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”)if any, and such portion of the Warrant Investor shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled in accordance with the Warrant. Notwithstanding anything herein to the contrary, the Company may not deliver a Repurchase Notice (and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through and including the Counter Deadline, and (2) a registration statement shall be effective as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such tender shares of Common Stock, or if any, to be sold to the resale Company pursuant to the Call Right Notice, immediately following which the Company and the Investor shall consummate such purchase and sale. The Call Right shall survive both the assignment of such shares of Common Stock the Warrant by the Holder (other than to Investor and the extent an affiliate disposition of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) Warrant Shares by the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on Investor following exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedWarrant.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The Company shall have the right to purchase 20% of this Warrant at a price of $0.001 per share of Common Stock underlying the portion of the Warrant purchased (the “Repurchase Price”a) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Company shall notify the Holder of its exercise of the Company Call Right (such notification, a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) the Company shall repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled in accordance with the Warrant. [Notwithstanding anything herein to the contrary, in the event of a termination of the Employment Relationship by the Company may not deliver a Repurchase Notice for Cause, by the Company without Cause or by the Grantee for Good Reason (and as defined in the Employment Agreement), any such Repurchase Notice then-Vested Units shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) subject to repurchase by the Company shall have honored to the extent provided in, and in accordance with the terms and subject to the conditions set forth in, Section 4(e)(ii)(B) and (C), as applicable, of the Employment Agreement, irrespective of whether the Employment Agreement is then in effect (the “Specified Call Right”), which sections shall apply to this Warrant all Notices Section 5.2 as if first set forth herein.] (b) If and when the Employment Relationship is terminated for any reason other than [as described in Section 5.2(a) above]/[Cause], the Company shall have the option (the “[General] Call Right” [and, together with the Specified Call Right, the “Call Right”]) to purchase the Vested Units at a price equal to the Fair Market Value (as defined in Section 5.2([d]/[c]) below) of Exercise delivered through and including the Counter DeadlineVested Units on the date the Call Right is exercised. IT IS UNDERSTOOD THAT (1) UPON THE TERMINATION OF THE GRANTEE’S EMPLOYMENT RELATIONSHIP FOR CAUSE, and [CERTAIN]/[NO] RESTRICTED UNITS SHALL BE SUBJECT TO REPURCHASE BY THE COMPANY AND [CERTAIN]/[ALL] RESTRICTED UNITS SHALL INSTEAD BE FORFEITED WITHOUT PAYMENT OR OTHER CONSIDERATION AND (2) a registration statement UPON THE TERMINATION OF THE GRANTEE’S EMPLOYMENT RELATIONSHIP FOR ANY REASON OTHER THAN CAUSE, UNVESTED UNITS SHALL NOT BE SUBJECT TO REPURCHASE BY THE COMPANY AND SHALL INSTEAD BE FORFEITED WITHOUT PAYMENT OR OTHER CONSIDERATION. (c) [Except as otherwise set forth in the Employment Agreement, the]/[The] Company may exercise the Call Right at any time within six (6) months after the date of termination of the Employment Relationship (or such longer period as may be required in order to avoid adverse accounting consequences) (the “Call Period”) by delivering written notice to the Grantee within the Call Period specifying the date [or dates] within the Call Period on which the Call Right shall be effective exercised (the “Purchase Date”) and the number of Vested Units as to which the Call Right is being exercised. For the avoidance of doubt[, and except as otherwise set forth in the Employment Agreement], the Call Right may be exercised more than once during the Call Period and may be exercised for some or all shares of Common Stock underlying the Warrant and Vested Units. If the prospectus thereunder available for use Company elects to exercise the Call Right, the Grantee agrees that the Grantee shall enter into reasonable conveyance instruments in the form requested by the Holder for Company that require the resale of all such shares of Common Stock, or the resale of such shares of Common Stock by the Holder (other than Grantee to represent and warrant good and marketable title to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, Vested Units free and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach clear of any provision of Section 2(e) herein liens or be subject encumbrances and full right, power and authority to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedsell, but without further representations or warranties.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The (a) If prior to the Lapse Date, (i) a Management Investor's employment with the Company (and/or, if applicable, its Subsidiaries) is terminated (x) by the Company for Cause or (y) by such Management Investor other than for Good Reason, in each case, other than as result of the Management Investor's death or Disability or (ii) a Management Stockholder shall effect (or purport to effect) a Transfer of any Equity Securities other than as permitted by this Agreement (any of the foregoing a "SECTION 3.9(a) CALL EVENT"), then the Company shall have the right to purchase 20% from the applicable Management Investor, and the applicable Management Investor agrees to sell and transfer to the Company, (I) all of this Warrant the vested Options then held by such Management Investor (other than upon a termination for Cause, in which case Options terminate) at a an aggregate purchase price equal to (A) the Fair Market Value of $0.001 per share of the Common Stock underlying such vested Options on the portion date such vested Options are called by the Company minus (B) the exercise price of any such vested Options (the "OPTION CALL PRICE") and (II) all Option Stock then held by such Management Investor at an aggregate purchase price equal to Fair Market Value thereof on the date such Option Stock is called by the Company. Notwithstanding the 181 day period specified in Section 3.9(c), in the event of a termination of the Warrant purchased Management Investor's employment by such Management Investor other than for Good Reason, the Company shall provide such Management Investor with a binding written notice within 20 days following such termination of employment that indicates whether it will exercise its call right hereunder with respect to vested Options; provided that if it delivers such notice it may exercise such call right within such 181 day period. Notwithstanding the occurrence of a Section 3.9(a) Call Event, the Company shall not have the right to purchase (1) Convertible Participating Preferred Stock (or Common Stock, as applicable) issued upon the “Repurchase Price”conversion of CPUs and (2) Purchased Equity Shares, from the applicable Management Investor; (b) If, prior to the Lapse Date, a Management Investor's employment with the Company (and/or, if applicable, its Subsidiaries) is terminated (i) by the Company other than for Cause (including the Company's notice of non-renewal of the employment term of a Management Investor under such Management Investor's employment agreement), (ii) by such Management Investor for Good Reason or (iii) as a result of such Management Stockholder's death or Disability (each a "SECTION 3.9(b) CALL EVENT" and together with a Section 3.9(a) Call Event, a "CALL EVENT"), then the Company shall have the right to purchase from such Management Investor, and such Management Investor agrees to sell and transfer to the Company (x) all of the vested Options then held by such Management Investor at any time that the Bid Price is greater than or an aggregate purchase price equal to $1.00 (A) the “Threshold Option Call Price”, and (y) for all Option Stock then held by such Management Investor at an aggregate purchase price equal to the Fair Market Value thereof on the date such Option Stock is called by the Company. Notwithstanding the occurrence of a minimum Section 3.9(b) Call Event, the Company shall not have the right to purchase (1) Convertible Participating Preferred Stock (or Common Stock, as applicable) issued upon conversion of CPUs and (2) Purchased Equity Shares, from the applicable Management Investor; and (c) The Company shall have a period of one hundred eighty one (181) days following the later of (A) the date of a Call Event, (B) the last date of the applicable Management Investor's exercise of his or her Options and (C) the date of discovery of an impermissible Transfer constituting a Section 3.9(a) Call Event, in which to give notice in writing to the applicable Management Investor of the Company's election to exercise its rights pursuant to Section 3.9(a) or 3.9(b), as applicable (a "CALL NOTICE"). The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Call Notice or (B) ten (10) consecutive Trading Days ending no fewer than three Trading Days before business days after the date receipt of a Repurchase Notice all necessary regulatory approvals (including but not limited to the expiration or termination of the waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as defined below) (the “Company Call Right”amended, if applicable). The price, if any, payable as described in this Section 3.9 shall be paid by delivery to the applicable Management Investor of a certified bank check or checks in the appropriate amount payable to the order of the applicable Management Investor against delivery of certificates or other instruments representing the Equity Securities so purchased, appropriately endorsed or executed by the applicable Management Investor or its authorized representative. The Company may choose to have a designee purchase any Equity Securities elected by it to be purchased hereunder so long as the Company shall notify the Holder of its exercise bear any reasonable costs and expenses of the Company Call Right (applicable Management Investor in connection with the sale to such notification, designee that such Management Investor would not have otherwise incurred in connection with a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, sale to the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return Company. All references to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) the Company shall repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled in accordance with the Warrant. Notwithstanding anything herein to the contrary, the Company may not deliver a Repurchase Notice (and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through 3.9 shall refer to such designee as the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through and including the Counter Deadline, and (2) a registration statement shall be effective as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such shares of Common Stock, or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedcontext requires.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The (a) If a Funding Default occurs, the Company shall have the right to purchase 20% demand the surrender of this Warrant at or any remaining portion thereof, Shares and/or cash from the Investor as follows (the “Call Right”): (i) If the Investor has not previously exercised this Warrant in full, then the Company shall have a price right to demand the surrender of $0.001 per share of Common Stock underlying this Warrant, or remaining portion thereof, from the Investor without compensation, and the Investor shall promptly surrender this Warrant, or remaining portion thereof. Following such demand for surrender, this Warrant shall automatically be deemed to have been canceled and shall have no further force or effect. (ii) If, prior to receiving a Call Right Notice, the Investor has previously exercised this Warrant with respect to some or all of the Warrant purchased (Shares, and the “Repurchase Price”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Investor has not previously sold such Warrant Shares, then Company shall notify have a right to purchase from the Holder Investor that number of its exercise of the Company Call Right (such notification, a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject equal to the number of shares of Common Stock issued in connection with the exercise(s) of the Warrant, at a repurchase price per share equal to the price per share paid by the Investor in connection with such exercise(s). For greater certainty, (a) if Warrant Shares were exercised for cash, the purchase price per share under the Call Right shall be equal to the Exercise Price, (b) if Warrant Shares were exercised on a cashless exercise basis, the purchase price per share for such Warrant Shares under the Call Right shall be zero, and (c) if such Warrant Shares were exercised on both a cash and cashless exercise basis, the purchase price per share under the Call Right shall be equal to the total amount of cash paid in connection with such cash exercise(s) divided by the total number of shares of Common Stock issued in connection with all exercises of the Warrant (whether on a cash or cashless basis). (iii) If, prior to receiving a Call Right Notice, the Investor has previously exercised this WarrantWarrant with respect to some or all of the Warrant Shares, and the Investor subsequently sold such Warrant Shares, then the Investor shall remit to the Company the excess, if any, of (x) the proceeds received by Investor through the sale of such Warrant Shares, over (y) the aggregate Exercise Price for such Warrant Shares. In the event that the Holder has not returned Investor obtained such Warrant Shares through a Cashless Exercise, then the Investor shall instead remit to the Company an executed Notice all proceeds received by the Investor through the sale of Exercise such Warrant Shares. For the avoidance of doubt, in the event that the Investor has sold some or all of the Warrant Shares prior to receiving a Call Right Notice, then the right set forth in this paragraph (iii) shall constitute the sole Call Right of the Company with respect to at least 20% of such Warrant Shares which have been sold. (b) Company may exercise the shares of Common Stock subject to this Warrant Call Right by such time, (i) the Company shall repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which delivering a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice notice (the “Repurchase DateCall Right Notice”)) to Investor within thirty (30) days after the occurrence of a Funding Default. On the tenth (10th) business day following delivery of the Call Right Notice to Investor, Company shall tender the purchase price, if any, and such portion of the Warrant Investor shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled in accordance with the Warrant. Notwithstanding anything herein to the contrary, the Company may not deliver a Repurchase Notice (and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through and including the Counter Deadline, and (2) a registration statement shall be effective as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such tender shares of Common Stock, or if any, to be sold to Company pursuant to the resale Call Right Notice, immediately following which Company and Investor shall consummate such purchase and sale. The Call Right shall survive both the assignment of such shares of Common Stock the Warrant by the Holder (other than to Investor and the extent an affiliate disposition of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) Warrant Shares by the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on Investor following exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedWarrant.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The (a) If and when the Service Relationship is terminated for any reason other than Cause, the Company shall have the right option (the “Call Right”) to purchase 20% of this Warrant the Vested Units at a price of $0.001 per share of Common Stock underlying the portion of the Warrant purchased (the “Repurchase Price”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice Fair Market Value (as defined below) of the Vested Units on the date the Call Right is exercised. IT IS UNDERSTOOD THAT (I) UPON THE TERMINATION OF THE GRANTEE’S SERVICE RELATIONSHIP FOR CAUSE, NO RESTRICTED UNITS SHALL BE SUBJECT TO REPURCHASE BY THE COMPANY AND ALL RESTRICTED UNITS SHALL INSTEAD BE FORFEITED WITHOUT PAYMENT OR OTHER CONSIDERATION AND (II) UPON THE TERMINATION OF THE GRANTEE’S SERVICE RELATIONSHIP FOR ANY REASON OTHER THAN CAUSE, UNVESTED UNITS SHALL NOT BE SUBJECT TO REPURCHASE BY THE COMPANY AND SHALL INSTEAD BE FORFEITED WITHOUT PAYMENT OR OTHER CONSIDERATION. (b) The Company may exercise the Call Right at any time within six (6) months after the date of termination of the Service Relationship (or such longer period as may be required in order to avoid adverse accounting consequences) (the “Company Call Right”). The Company shall notify the Holder of its exercise of the Company Call Right (such notification, a “Repurchase NoticePeriod”) and, upon receipt of such Repurchase Notice, by delivering written notice to the Holder may elect, no later 4:00 p.m. Eastern Time on Grantee within the second Trading Day following Call Period specifying the date of within the Repurchase Notice (Call Period on which the “Counter Deadline”), to return to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) the Company shall repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled exercised (the “Purchase Date”) and the number of Vested Units as to which the Call Right is being exercised. For the avoidance of doubt, the Call Right may be exercised more than once during the Call Period and may be exercised for some or all of the Vested Units. If the Company elects to exercise the Call Right, the Grantee agrees that the Grantee shall enter into reasonable conveyance instruments in accordance with the Warrant. Notwithstanding anything herein form requested by the Company that require the Grantee to represent and warrant good and marketable title to the contrary, the Company may not deliver a Repurchase Notice (Vested Units free and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through and including the Counter Deadline, and (2) a registration statement shall be effective as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such shares of Common Stock, or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach clear of any provision of Section 2(e) herein liens or be subject encumbrances and full right, power and authority to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedsell, but without further representations or warranties.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The (a) TDF agrees that on the second ------------------- anniversary of the Closing (or, if an Unsolicited Offer or Special Business Combination is outstanding on such date, such date as is five days following the termination or abandonment of such Unsolicited Offer or Special Business Combination) unless (i) the TDF Rollup shall have previously been consummated, (ii) the Common Stock Call Price shall be less than or equal to $60 (as adjusted for any stock split, stock dividend, rights offering, recapitalization, reclassification or other similar transaction), or (iii) a Business Combination been consummated, or an Unsolicited Offer or a Special Business Combination is outstanding or has been consummated and TDF has exercised the CTSH Option pursuant to Section 5.01(a)(x) above, the Company shall have the right in its sole discretion (the "Company Call Right"), upon the delivery of a notice (the ------------------ "Company Call Notice") by the Company to purchase 20% TDF on such date, to require, subject -------------------- to the satisfaction of the Conditions Precedent, subject to proviso (B) to clause (b) below, TDF to transfer and deliver to the Company all, but not less than all (except for one CTSH Ordinary Share), of the TDF CTSH Shares and the TDF CTSH Warrants beneficially owned by the TDF Group in exchange for the TDF Put Shares, the TDF CCIC Warrants and 100,000 shares of Class A Stock (as adjusted from time to time after the date hereof in accordance with the provisions contained in Section 1.02 of the Exchange Agreement). (b) The closing of the Company Call Right shall, subject to the satisfaction of the Conditions Precedent, take place on the tenth Business Day after the date on which TDF received the Company Call Notice (or such date which is the second Business Day after the date on which such conditions shall have been satisfied, not in any case to be later than the fortieth Business Day following such date on which TDF received the Company Call Notice, at which time the Company Call Right shall, subject to the following provisos (A) and (B), terminate and be of no further force or effect), at a time and place specified by the Company in such notice or such other date, time and place as may be agreed to by TDF and the Company; provided that, notwithstanding any other -------- provision of this Warrant at a price of $0.001 per share of Common Stock underlying the portion Agreement, if (A) (i) any statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered or enforced by any court or governmental body or authority which prohibits consummation of the Warrant purchased Company Call Right substantially on the terms contemplated hereby, each of the Company and TDF shall use its reasonable best efforts to remove any such order, decree or injunction and TDF shall be deemed to be Qualified for purposes of this Agreement for the lesser of (x) the “Repurchase Price”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum first anniversary of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Notice and (y) the closing of the Company Call Right following such removal or (ii) the BBC shall notify not have approved the Holder of its exercise of the Company Call Right or shall have approved the Company Call Right subject to conditions which are reasonably deemed by the Company or TDF to be onerous, each of the Company and TDF shall use its reasonable best efforts to obtain such BBC approval and to permit the Company to consummate the Company Call Right, and TDF shall be deemed to be Qualified for purposes of this Agreement for so long as (x) TDF continues to exercise its reasonable best efforts to obtain such notification, a “Repurchase Notice”removal or approval and (y) and, upon receipt the TDF Consolidated Group Interest is not less than 10.5% or (B) if the BBC does not approve the exercise of such Repurchase Noticethe Company Call Right in whole or approves the Company Call Right in whole subject to conditions which are reasonably deemed by the Company or TDF to be onerous, the Holder may elect, no later 4:00 p.m. Eastern Time on Company shall be entitled to exercise the second Trading Day following Company Call Right in respect of so many of the TDF CTSH Shares and TDF CTSH Warrants as do not require the consent of the BBC and TDF shall be deemed to be Qualified for the purposes of this Agreement for so long as (x) TDF continues to exercise its reasonable best efforts to obtain such removal or approval and (y) the TDF Consolidated Group Interest is not less than 10.5%. On the closing date of the Repurchase Notice (the “Counter Deadline”)Company Call Right, to return to the Company an executed Notice shall deliver to TDF, against delivery of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) duly executed transfers in respect of (all but one of) the Company shall repurchase TDF CTSH Shares and the portion share certificate(s) in respect thereof (which shares TDF undertakes to sell free and clear of all Liens) and a duly executed deed of termination in respect of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect TDF CTSH Warrants and (ii) such other documents, including evidence of ownership and authority, as the Company shall deliver may reasonably request, the Repurchase Price to the Holder in cash in immediately available funds TDF Put Shares and the applicable portion TDF CCIC Warrants and 100,000 shares of the Warrant subject to the Company Call Right shall be canceled in accordance Class A Stock (adjusted as aforesaid). In connection with the Warrant. Notwithstanding anything herein to the contrarysuch closing, the Company may not deliver a Repurchase Notice (and any TDF shall also provide such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through other customary closing certificates and including the Counter Deadline, and (2) a registration statement shall be effective opinions as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such shares of Common Stock, TDF or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Marketas appropriate, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedmay reasonably request.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The Prior to the Initial Public Offering, if the Optionee experiences a Termination of Services for any reason, then for a period of one (1) year following such termination (the “Company Call Period”), the Company shall have the right to purchase 20% of this Warrant at a price of $0.001 per share of Common Stock underlying the portion of the Warrant purchased (the “Repurchase Price”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Company shall notify ) to purchase the Holder Shares that Optionee acquired by exercising its vested Options on or prior to the expiration of its the Option in accordance with Section 3.3 above (and after giving effect to the forfeiture provisions contemplated by Sections 3.1 above) (such Shares, the “Called Shares”) by delivery of a written notice of exercise of such rights to the Company Call Right (such notificationOptionee, at a “Repurchase Notice”) and, upon receipt price equal to the Fair Market Value of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following Shares as of the date of the Repurchase Notice exercise of the Call Right (the “Counter DeadlineCall Price”), to return to in cash payable within thirty (30) days of the Company an executed Notice written notice of Exercise exercise of such rights or, at the Company’s sole discretion and solely with respect to at least 20% no more than the excess of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise aggregate Call Price with respect to the Optionee over $500,000, for a subordinated note in a principal amount equal to the amount necessary to satisfy such repurchase right (less the initial cash payment), which principal amount shall accrue interest at least 20% of the shares of Common Stock subject to this Warrant applicable federal rate and shall be paid (together with any accrued and unpaid interest on such subordinated note) by such time, (i) the Company shall no later than five (5) years from the repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect and (ii) the Company shall deliver the Repurchase Price to the Holder in cash in immediately available funds and the applicable portion of the Warrant subject to the Company Call Right shall be canceled in accordance with the Warrantdate. Notwithstanding anything herein to the contraryforegoing, the Company may not deliver a Repurchase Notice exercise the Company Call Right with respect to any Shares that Optionee acquired by exercising its vested Options prior to the date that is six (6) months and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, one (1) day following the Optionee’s acquisition of such shares. Notwithstanding the foregoing, if, following any termination from employment of an Optionee, the Optionee breaches any of the restrictive covenants set forth in Article IV of this Agreement or restrictive covenants set forth in any written agreement between the Optionee and the Company or a Subsidiary, then any Shares that Optionee acquired by exercising its vested Options may be repurchased by the Company during the Company Call Period for $0 pursuant to the foregoing procedure, and in the event that Shares that Optionee acquired by exercising its vested Options were repurchased prior to such breach pursuant to the Company Call Right, the Optionee shall be required to promptly repay to the Company, upon 30 days prior written demand by the Board or the Committee, any cash payment received by the Optionee upon such repurchase and the Company may cancel without consideration any outstanding subordinated notes relating to the repurchase of such Shares upon notice to the Optionee. Following the expiration of the Company Call Period, if the Company has not exercised the Company Call Right, then, during the thirty (30) day period following such expiration, the Ares Members (or their respective designee(s)) shall have honored in accordance with the right to purchase such Shares, on the same terms and conditions that applied to the Company. If more than one of this Warrant all Notices of Exercise delivered through and including the Counter DeadlineAres Members elects to exercise such repurchase right, and (2) a registration statement the right shall be effective allocated among such Ares Members on a pro-rata basis according to such Ares Members’ relative percentage interests or in such other proportions as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such shares of Common Stock, or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedparticipating Ares Members may agree.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The (a) TDF agrees that on the second ------------------- anniversary of the Closing (or, if an Unsolicited Offer or Special Business Combination is outstanding on such date, such date as is five days following the termination or abandonment of such Unsolicited Offer or Special Business Combination) unless (i) the TDF Rollup shall have previously been consummated, (ii) the Common Stock Call Price shall be less than or equal to $60 (as adjusted for any stock split, stock dividend, rights offering, recapitalization, reclassification or other similar transaction), or (iii) a Business Combination been consummated, or an Unsolicited Offer or a Special Business Combination is outstanding or has been consummated and TDF has exercised the CTSH Option pursuant to Section 5.01(a)(x) above, the Company shall have the right in its sole discretion (the "Company Call Right"), upon the ------------------ delivery of a notice (the "Company Call Notice") by the Company to purchase 20% TDF on such ------------------- date, to require, subject to the satisfaction of the Conditions Precedent, subject to proviso (B) to clause (b) below, TDF to transfer and deliver to the Company all, but not less than all (except for one CTSH Ordinary Share), of the TDF CTSH Shares and the TDF CTSH Warrants beneficially owned by the TDF Group in exchange for the TDF Put Shares, the TDF CCIC Warrants and 100,000 shares of Class A Stock (as adjusted from time to time after the date hereof in accordance with the provisions contained in Section 1.02 of the Exchange Agreement). (b) The closing of the Company Call Right shall, subject to the satisfaction of the Conditions Precedent, take place on the tenth Business Day after the date on which TDF received the Company Call Notice (or such date which is the second Business Day after the date on which such conditions shall have been satisfied, not in any case to be later than the fortieth Business Day following such date on which TDF received the Company Call Notice, at which time the Company Call Right shall, subject to the following provisos (A) and (B), terminate and be of no further force or effect), at a time and place specified by the Company in such notice or such other date, time and place as may be agreed to by TDF and the Company; provided that, notwithstanding any other -------- provision of this Warrant at a price of $0.001 per share of Common Stock underlying the portion Agreement, if (A) (i) any statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered or enforced by any court or governmental body or authority which prohibits consummation of the Warrant purchased Company Call Right substantially on the terms contemplated hereby, each of the Company and TDF shall use its reasonable best efforts to remove any such order, decree or injunction and TDF shall be deemed to be Qualified for purposes of this Agreement for the lesser of (x) the “Repurchase Price”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum first anniversary of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Notice and (y) the closing of the Company Call Right following such removal or (ii) the BBC shall notify not have approved the Holder of its exercise of the Company Call Right or shall have approved the Company Call Right subject to conditions which are reasonably deemed by the Company or TDF to be onerous, each of the Company and TDF shall use its reasonable best efforts to obtain such BBC approval and to permit the Company to consummate the Company Call Right, and TDF shall be deemed to be Qualified for purposes of this Agreement for so long as (x) TDF continues to exercise its reasonable best efforts to obtain such notification, a “Repurchase Notice”removal or approval and (y) and, upon receipt the TDF Consolidated Group Interest is not less than 10.5% or (B) if the BBC does not approve the exercise of such Repurchase Noticethe Company Call Right in whole or approves the Company Call Right in whole subject to conditions which are reasonably deemed by the Company or TDF to be onerous, the Holder may elect, no later 4:00 p.m. Eastern Time on Company shall be entitled to exercise the second Trading Day following Company Call Right in respect of so many of the TDF CTSH Shares and TDF CTSH Warrants as do not require the consent of the BBC and TDF shall be deemed to be Qualified for the purposes of this Agreement for so long as (x) TDF continues to exercise its reasonable best efforts to obtain such removal or approval and (y) the TDF Consolidated Group Interest is not less than 10.5%. On the closing date of the Repurchase Notice (the “Counter Deadline”)Company Call Right, to return to the Company an executed Notice shall deliver to TDF, against delivery of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) duly executed transfers in respect of (all but one of) the Company shall repurchase TDF CTSH Shares and the portion share certificate(s) in respect thereof (which shares TDF undertakes to sell free and clear of all Liens) and a duly executed deed of termination in respect of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect TDF CTSH Warrants and (ii) such other documents, including evidence of ownership and authority, as the Company shall deliver may reasonably request, the Repurchase Price to the Holder in cash in immediately available funds TDF Put Shares and the applicable portion TDF CCIC Warrants and 100,000 shares of the Warrant subject to the Company Call Right shall be canceled in accordance Class A Stock (adjusted as aforesaid). In connection with the Warrant. Notwithstanding anything herein to the contrarysuch closing, the Company may not deliver a Repurchase Notice (and any TDF shall also provide such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered through other customary closing certificates and including the Counter Deadline, and (2) a registration statement shall be effective opinions as to all shares of Common Stock underlying the Warrant and the prospectus thereunder available for use by the Holder for the resale of all such shares of Common Stock, TDF or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Marketas appropriate, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have been obtainedmay reasonably request.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.

Company Call Right. The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised setting forth the Common Stock to be called under this Warrant (or a percentage thereof) and the effective date of each Call Notice (the "Call Date"), which shall be no earlier than the date on which notice is deemed delivered under the notice provision of Section 16 of this Warrant. The exercise price for the Warrant Call shall be $3.00 per share. (b) The Company's right to purchase 20% exercise the Warrant Call shall commence at any time after: (i) a registration statement registering the Common Stock issuable upon exercise of this Warrant at a price of $0.001 per share of Common Stock underlying is declared effective with the portion of the Warrant purchased Securities and Exchange Commission (the “Repurchase PriceSEC”) at any time that the Bid Price is greater than or equal to $1.00 (the “Threshold Price”) for a minimum of ten (10) consecutive Trading Days ending no fewer than three Trading Days before the date of a Repurchase Notice (as defined below) (the “Company Call Right”). The Company shall notify the Holder of its exercise of the Company Call Right (such notification, a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant. In the event that the Holder has not returned to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant by such time, (i) the Company shall repurchase the portion of the Warrant subject to the Repurchase Notice, less any portion of the Warrant as to which a Notice of Exercise was delivered by the Holder pursuant to this Section 2(f), on the third Trading Day following the date of the Repurchase Notice (the “Repurchase Date”), and such portion of the Warrant shall be canceled and of no further force and effect and (ii) the Common Stock is listed on the New York Stock Exchange, NYSE Amex, Nasdaq Stock Market, or any other organization or association that is defined as a national securities exchange by the SEC (an “Exchange”) and (iii) the closing price on the Exchange is over $4.00, as adjusted for any stock splits, dividends or other reorganizations that occur after the date hereof and shall terminate thirty (30) calendar days prior to the Expiration Date (the “Call Period”). (c) A Call Notice may be given by the Company only within the Call Period provided that the Company shall deliver not have received a notice from the Repurchase Price Exchange during the thirty (30) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Exchange. (d) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive the same class of warrants issued with this Warrant, in cash in immediately available funds and the applicable portion of the Warrant subject proportion to the Company Call Right shall amounts of Common Stock that may be canceled purchased by the respective Warrant Holders in accordance with the Warrantrespective Warrants held by each. (e) The Warrant Holder shall exercise the Warrant and purchase the Common Stock set forth in the Call Notice and pay for same within fifteen (15) trading days after the Call Date. Notwithstanding anything herein If the Warrant Holder fails to timely pay the amount required by the Warrant Call, the Warrants subject to the contrary, Warrant Call shall be canceled without any further action required by the Company and the Company is hereby irrevocably instructed to reflect such cancelation in its books and records. (f) The Company may not deliver exercise the Warrant Call after the occurrence of a Repurchase Notice (and any such Repurchase Notice shall be void), unless, from the beginning of the ten (10) consecutive Trading Day period referenced in this Section 2(f) through the Repurchase Date, (1) default by the Company shall have honored in accordance with the terms of a material term of this Warrant all Notices of Exercise delivered through and including or the Counter Deadline, and (2) a registration statement shall be effective as to all shares of Common Stock underlying Subscription Agreement executed by the Warrant and the prospectus thereunder available for use by the Holder for the resale in connection with receipt of all this Warrant unless such shares of Common Stock, or the resale of such shares of Common Stock by the Holder (other than to the extent an affiliate of the Company) shall be permissible under Rule 144 without any volume or manner of sale requirements or restrictions, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) the issuance of all shares of Common Stock underlying the Warrant that are subject to a Repurchase Notice shall not cause a breach of any provision of Section 2(e) herein or be subject to a limitation on exercise under the rules of the Trading Market and (5) the Stockholder Approval shall have default has been obtainedcured.” The Repurchase Price and the Threshold Price shall be subject to appropriate adjustment hereunder concurrently with any adjustment to the Exercise Price.