Common use of Purchaser's Call Option Clause in Contracts

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the parties. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount ----------- of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call ---- Option Notice"), substantially in the form attached hereto as Exhibit E.E. -------------- (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and divided by (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise all or any part of a Call Option by providing notice to the Company of the such exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option Notice shall equal the quotient of (i) the dollar amount of the Call Option Amount and exercised divided by (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each respective Call Option unless otherwise agreed upon between the partiesOption. (e) For each Trading Day on which the Purchaser wishes to exercise all or any portion of a Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day of such Call Option is exercisedexercise. If To the extent the Purchaser does not exercise any portion of a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options Option with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount $6,750,000 (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day trading day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call the"Call Option Notice"), substantially . The total amount of Call Options exercised by the Purchaser shall not exceed $10,000,000 in the form attached hereto as Exhibit E.aggregate. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and Price of the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 6:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a any unexercised Call Option by 8:00 6:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing PeriodThe Company may, the Company at in its sole discretion may discretion, grant to the Purchaser the right to exercise multiple call options of up to the applicable one (1) or more Call Options during each Draw Down Pricing Period for a specified Call Option Amount (a "Call Option")Requested. The amount of the Call Option Amount Requested and the Threshold Price shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and divided by (ii) the product of the applicable Draw Down Discount Percentage and percentage set forth in Section 6.1(k) multiplied by the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable next Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, as a condition to such exercise the Purchaser must issue via facsimile a Call Option Notice (as defined in Section 1.1(j) hereof) to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall automatically terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.D. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in this Agreement and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise all or any part of a Call Option by providing notice to the Company of the such exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option Notice shall equal the quotient of (i) the dollar amount of the Call Option Amount and exercised divided by (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each respective Call Option unless otherwise agreed upon between the partiesOption. (e) For each Trading Day on which the Purchaser wishes to exercise all or any portion of a Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day of such Call Option is exercisedexercise. If To the extent the Purchaser does not exercise any portion of a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options Option with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to twice the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in his Agreement, and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing PeriodThe Company may, the Company at in its sole discretion may discretion, grant to the Purchaser the right to exercise multiple one (1) or more call options of up to the applicable during each Draw Down Pricing Period for a specified Call Option Amount Requested (a the "Call OptionCALL OPTION"). The amount of the Call Option Amount Requested and the Threshold Price shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and divided by (ii) the product of the applicable Draw Down Discount Percentage and percentage set forth in Section 6.1(k) multiplied by the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable next Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, as a condition to such exercise the Purchaser must issue via facsimile a Call Option Notice (as defined in Section 1.1(j) hereof) to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall automatically terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company Company, at its sole discretion discretion, may grant to the Purchaser the right to exercise multiple call options in the aggregate of up to twice the applicable Draw Down Amount (a "Call OptionCALL OPTION"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option NoticeCALL OPTION NOTICE"), substantially in the form attached hereto as Exhibit E.E. The total amount of Call Options exercised by the Purchaser shall not exceed $45,000,000 minus the total Draw Down Amounts received by the Company. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the The Purchaser shall have the right to exercise multiple call options of up to the applicable $2,500,000 (a “Call Option”) during each Draw Down Amount (a "Call Option"). The amount of the Pricing Period; provided, that no Call Option shall be set forth in the exceed $1,125,000 on any trading day during a Draw Down NoticePricing Period unless otherwise mutually agreed upon by the Purchaser and the Company. For each Trading Day trading day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a the Call Option (the "“Call Option Notice"”), substantially . The total amount of Call Options exercised by the Purchaser shall not exceed $30,000,000 in the form attached hereto as Exhibit E.aggregate. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product 95% of the applicable Draw Down Discount Percentage and the greater of (Ai) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (Bii) the Threshold Price. (c) Each Call Option exercised shall be settled on a weekly basis on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2Section, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 5:00 p.m. (eastern California time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 5:00 p.m. (eastern California time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's ’s Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call OptionCALL OPTION"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option NoticeCALL OPTION NOTICE"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock Ordinary Shares to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock Ordinary Shares on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the The Purchaser shall have the right to exercise multiple call options of up to (the applicable Draw Down Amount (a "Call Option"). The amount ) to purchase up to a further Two Million five Hundred Thousand Dollars ($2,500,000) of the Company's Common Stock by notice ("Call Option shall be set forth in Notice") to the Company during any Draw Down Pricing Period commenced by the Company's delivery to the Purchaser of a Draw Down Notice. For each Trading Day The Purchaser shall have the right to make multiple Call Options during a any Draw Down Pricing PeriodPeriod at a minimum individual amount of $75,000 and a maximum aggregate amount of $300,000, provided, that during the term of this Agreement, the Purchaser may not exercise a Call Option by providing notice to the Company Options for an amount in excess of the exercise of a Call Option (the "Call Option Notice"), substantially $2,500,000 in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the parties. (e) aggregate. For each Call Option that additional amount for which the Purchaser exercises its right pursuant to this Section 6.2Section, the Purchaser must issue via facsimile a Call Option Notice to notify the Company in writing of such exercise no later than 8:00 5:30 p.m. (eastern time) Eastern time on the day such Call Option is exercisedmade. If the Purchaser so exercises its Call Option to purchase additional Shares, the number of Shares to be issued in connection with such Call Option shall be based on a price of 87% of the Average Daily Price for the Common Stock on the Trading Day of the Call Option Notice, and shall not be less than the Threshold Price. If the Purchaser does not exercise its right to exercise a Call Option by 8:00 p.m. (eastern time) such time on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's right to exercise a Call Options Option with respect to that the applicable Draw Down Pricing Period shall terminate. The funding for each Call Option exercised by the Purchaser shall occur on the applicable Draw Down Exercise Date.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in this Agreement and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the ----------------------- conditions set forth in this Agreement, and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing PeriodThe Company may, the Company at in its sole discretion may discretion, grant to the Purchaser the right to exercise multiple call options of up to the applicable one (1) or more Call Options during each Draw Down Pricing Period for a specified Call Option Amount (a "Call Option")Requested. The amount of the Call Option Amount Requested and the Threshold Price shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and divided by (ii) the product of the applicable Draw Down Discount Percentage and percentage set forth in Section 6.1(j) multiplied by the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable next Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, as a condition to such exercise the Purchaser must issue via facsimile a Call Option Notice (as defined in Section 1.1(j) hereof) to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall automatically terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing PeriodThe Company may, the Company at in its sole discretion may discretion, grant to the Purchaser the right to exercise multiple call options of up to the applicable one (1) or more Call Options during each Draw Down Pricing Period for a specified Call Option Amount Requested; provided, however, that (i) each Call Option Amount Requested shall be for a "minimum of $50,000, (ii) the aggregate total of all Call Option"). The Option Amounts Requested during a Draw Down Pricing Period may not exceed $5,000,000, or such other amount of as may be mutually agreed upon by the Company and the Purchaser, and (iii) the Call Option Amount on any Trading Day during the Draw Down Pricing Period may not exceed $1,000,000. The Call Option Amount Requested and the Call Option Threshold Price shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and divided by (ii) the product of the applicable Draw Down Discount Percentage and percentage set forth in this Section 6.2(b) multiplied by the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Call Option Threshold Price. If the Market Capitalization is equal to or above $1 billion, the Draw Down Discount Price shall be 96.00% of the VWAP. If the Market Capitalization is below $1 billion and equal to or above $750 million, the Draw Down Discount Price shall be 95.50% of the VWAP. If the Market Capitalization is below $750 million and equal to or above $500 million, the Draw Down Discount Price shall be 95.00% of the VWAP. From $500 million to $300 million, for each $100 million decrease in Market Capitalization, the Draw Down Discount Price shall be decreased by 0.50% incrementally. (c) Each Call Option exercised shall be settled on the applicable next Settlement Date. (d) The Call Option Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, as a condition to such exercise the Purchaser must issue via facsimile a Call Option Notice (as defined in Section 1.1(g) hereof) to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall automatically terminate.

Purchaser's Call Option. Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, each Purchaser shall have the right (athe "PURCHASERS CALL OPTION") During each Draw Down Pricing Periodat any time within a four-year period commencing on the First Closing Date to deliver a written notice to the Company (a "PURCHASERS CALL OPTION NOTICE") requiring the Company to issue and sell (in which event such Purchaser shall purchase) up to its pro rata portion of an additional $15,000,000 principal amount of a four (4) year Debenture at a conversion price of $12.06 per share, provided that the Company shall not be required to issue and sell debentures in an aggregate amount of less than $5,000,000. The closing of the purchase and sale of the additional Debentures (such closing or the closing under the Company Put Option Notice (defined below), the "SECOND CLOSING") under the Purchasers Call Option Notice shall take place in the same manner as the First Closing, on such date indicated on the Purchasers Call Option Notice but no earlier than ten (10) Business Days and no later than twenty (20) Business Days after the date of delivery of the Purchasers Call Option Notice (such date or the date of the Second Closing under the Company Put Option Notice, the "SECOND CLOSING DATE"); provided that in no case shall the Second Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. Upon the occurrence of any Change of Control, the Company at its sole discretion may grant shall take appropriate action to ensure that the Purchaser Purchasers shall have the right to exercise multiple call options the Purchasers Call Option after the Change of up to Control. At the applicable Draw Down Amount Second Closing: (a "Call Option"). The amount i) Each Purchaser shall deliver, as directed by the Company, its portion of the Call Option shall be purchase price as set forth in the Draw Down Notice. For each Trading Day during next to its name on a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice schedule similar to the Company of the exercise of a Call Option SCHEDULE I (the "SECOND CLOSING SCHEDULE"), to be attached to the Purchasers Call Option Notice"), substantially in United States dollars in immediately available funds to an account or accounts designated in writing by the Company; (ii) The Company shall deliver to each Purchaser a Debenture, in the form attached of EXHIBIT A hereto (which shall mature four (4) years from the date it is issued and in which the conversion price shall be $12.06 per share (such price, as Exhibit E. (b) The number of shares of Common Stock may be adjusted pursuant to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product terms of the applicable Draw Down Discount Percentage and Debenture)), representing the greater of (A) the VWAP for the Common Stock principal amount purchased by such Purchaser as set forth on the day the Purchaser issues its Call Option Notice and (B) the Threshold PriceSecond Closing Schedule. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (diii) The Threshold Price designated by the Company in its Draw Down Notice parties shall apply to execute and deliver each Call Option unless otherwise agreed upon between the parties. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect documents referred to that Draw Down Pricing Period shall terminatein Section 4.2 hereof.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day trading day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.D. The total amount of Call Options exercised by the Purchaser shall not exceed $60,000,000 in the aggregate. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 6:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 6:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the The Purchaser shall have the right to exercise multiple call options of up to the applicable during each Draw Down Amount Pricing Period (a "Call Option"). The amount of the ; provided, that each Call Option shall be set forth in the Draw Down Notice. For each Trading Day for a minimum of $50,000 and all Call Options exercised during a Draw Down Pricing PeriodPeriod may not exceed $3,000,000; provided, further, that in no event shall the Purchaser may exercise a Call Option by providing notice to the Company for an amount which will exceed twenty percent (20%) of the exercise of a Total Value on the day the applicable Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.Notice is issued. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal be based on a price of 95.50% of the quotient of VWAP (i) the "Call Option Amount and (iiDiscount Price") the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and shall be determined in accordance with Section 6.1 (Bb) and shall not be less than the Threshold Price. (c) Each Call Option exercised shall be settled on a weekly basis on the applicable next Settlement Date. If the VWAP is less than $5.00 per share on any Settlement Date, the Purchaser shall not be obligated to fund its Call Option obligation for such preceding week. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2Section, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 5:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 5:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate. (f) During the period from the Effective Date and the date which is the fourteenth (14th) month anniversary of the Effective Date (the "First Call Option Period"), the Purchaser will exercise Call Options for an aggregate amount equal to at least the product of (i) $10,000,000 multiplied by (ii) the fraction, the numerator of which is the total of all Draw Down Amounts during the First Call Option Period and the denominator of which is $36,000,000. During the period commencing after the end of the First Call Option Period and ending on the date which is the twenty-eighth (28th) month anniversary of the Effective Date (the "Second Call Option Period"), the Purchaser will exercise Call Options for an aggregate amount equal to at least the product of (A) $8,000,000 multiplied by (B) the fraction, the numerator of which is the total of all Draw Down Amounts during the Second Call Option Period and the denominator of which is $36,000,000.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount ----------- of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call ---- Option Notice"), substantially in the form attached hereto as Exhibit E.E. -------------- (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options to purchase shares of the Company's Common Stock in an amount up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day trading day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a its Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.D. The total amount of all Call Options exercised by the Purchaser shall not exceed $40,000,000 in the aggregate. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.3 below, the parties agree (unless otherwise mutually agreed upon by the parties in writing) as follows: (a) During each Draw Down Pricing PeriodThe Company may, the Company at in its sole discretion may discretion, grant to the Purchaser the right to exercise multiple call options of up to the applicable one (1) or more Call Options during each Draw Down Pricing Period for a specified Call Option Amount Requested; provided, however, that (i) each Call Option Amount Requested shall be for a "minimum of $50,000, (ii) the aggregate total of all Call Option"). The amount of Option Amounts Requested during a Draw Down Pricing Period may not exceed $8,000,000, and (iii) the Call Option Amount on any Trading Day during the Draw Down Pricing Period may not exceed $1,000,000. The Call Option Amount Requested and the Call Option Threshold Price shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and divided by (ii) the product of the applicable Draw Down Discount Percentage and percentage set forth in this Section 6.2(b) multiplied by the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and or (B) the Call Option Threshold Price. If the Market Capitalization is equal to or above $1 billion, the Draw Down Discount Price shall be 96.20% of the VWAP. If the Market Capitalization is below $1 billion and equal to or above $750 million, the Draw Down Discount Price shall be 95.70% of the VWAP. If the Market Capitalization is below $750 million and equal to or above $500 million, the Draw Down Discount Price shall be 95.20% of the VWAP. From $500 million to $300 million, for each $100 million decrease in Market Capitalization, the Draw Down Discount Price shall be decreased by 0.50% incrementally. (c) Each Call Option exercised shall be settled on the applicable next Settlement Date. (d) The Call Option Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, as a condition to such exercise the Purchaser must issue via facsimile a Call Option Notice (as defined in Section 1.1(h) hereof) to the Company no later than 8:00 p.m. (eastern New York time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern New York time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's ’s Call Options with respect to that Draw Down Pricing Period shall automatically terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call OptionCALL OPTION"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option NoticeCALL OPTION NOTICE"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate. (f) During the first Draw Down Pricing Period, the Purchaser will exercise Call Options granted by the Company for an aggregate amount equal to at least the product of (i) $3,000,000 multiplied by (ii) the fraction, the numerator of which is the total Draw Down Amount purchased during the Draw Down Pricing Period and the denominator of which is the Draw Down Amount requested. During the second Draw Down Pricing Period, the Purchaser will exercise Call Options granted by the Company for an aggregate amount equal to at least the product of (i) $2,000,000 multiplied by (ii) the fraction, the numerator of which is the total Draw Down Amount purchased during the Draw Down Pricing Period and the denominator of which is the Draw Down Amount requested.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call OptionCALL OPTION"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day trading day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option NoticeCALL OPTION NOTICE"), substantially in the form attached hereto as Exhibit E.D. The total amount of Call Options exercised by the Purchaser shall not exceed $30,000,000. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in this Agreement and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options to purchase shares of the Company's Common Stock in an amount up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day trading day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a its Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.D. The total amount of all Call Options exercised by the Purchaser shall not exceed $ in the aggregate. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company Company, at its sole discretion discretion, may grant to the Purchaser the right to exercise multiple call options of in the aggregate of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E.E. The total amount of Call Options exercised by the Purchaser shall not exceed $35,000,000. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the amount of the Call Option Amount exercised and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the partiesOption. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.

Purchaser's Call Option. Subject to the satisfaction of the conditions set forth in this Agreement and subject to Section 6.3 below, the parties agree as follows: (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the parties. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.