Common use of Call by the Company Clause in Contracts

Call by the Company. If, during the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, the closing public market price of the Company’s common stock is equal to or in excess of $3.00 for a period of twenty (20) consecutive Trading Days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole, this Warrant within forty-five (45) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 (45) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. IfThis Warrant contains a callable feature until January 31, during 2005 requiring the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, automatic exercise if the closing public market price of the Company’s common stock is equal to or in excess of the callable price of $3.00 2.25 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole , this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx70 Xxxx Xxxxx, Suite 408Xxxxxxxxxx, White PlainsXX 00000, New York 10601 Attention: Ex Xxxxxxxx; with a copy to Burger, Trailor & Fxxxxx, P.A., 1000 Xxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 on or before 5:00 3:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.. COMMON STOCK PURCHASE WARRANT

Call by the Company. IfThis Warrant contains a callable feature until May 17, 2005 requiring the automatic exercise if during the period commencing one year from date of six months and one day after the date of initial issuance of this each Warrant to expiration date of the Warrant, the at any closing public market price of the Company’s common stock is equal to or in excess of the callable price of $3.00 5.40 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole , this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx70 Xxxx Xxxxx, Suite 408Xxxxxxxxxx, White PlainsXX 00000, New York 10601 Attention: Ex Xxxxxxxx; with a copy to Burger, Trailor & Fxxxxx, P.A., 1000 Xxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 on or before 5:00 3:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. If, during the period At any time from date of six months and one day after the date of initial issuance of this Warrant to expiration date hereof until December 4, 2005 (the twenty-one month anniversary of the Warrantdate hereof), the closing public market price Company may require the Holder to exercise, in part or in full, the Warrant upon the terms contained herein if (x) the average of the Company’s common stock last sales prices (as reported by Bloomberg) of the Common Stock on the Public Trading Market is equal to or in excess of the callable price of $3.00 1.20 for a period of twenty ten (2010) consecutive Trading Days trading days (the "CALL TRADING PERIOD") and (y) there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant during the Call Trading Period (“"AUTOMATIC EXERCISE"). Upon occurrence of the Automatic Exercise”) during such twenty (20) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion and the portion of the Warrant to be exercised (“Automatic Exercise Notice”"AUTOMATIC EXERCISE NOTICE"). Upon Within ten (10) days of receipt by the Holder of the Automatic Exercise Notice, the Holder must either (i) exercise, in whole, exercise such portion of this Warrant within forty-five (45) days; as shall be requested by the Company or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant subject to Section 4 of this Warrant, then the effect a transfer this Warrant to a subsequent holder that will exercise such portion of this Warrant must exercise this Warrant on or before the forty-fifth (45) day after notification of intent to transfer this Warrantas shall be requested within such period. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx XxxxxxPDG Environmental, Suite 408Inc., White Plains0000 Xxxxxx Xxxx, New York 10601 Building 801, Pittsburgh, Pennsylvania 15235, Attention: Xxxx X. Xxxxx, on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Automatic Exercise Notice, Notice and (iii) this Warrant. If the Holder or a subsequent holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 (45) days after notification of intent to transfer this WarrantNotice, then (i) this Warrant will expireexpire immediately and (ii) the Holder will immediately forfeit its registration rights contained in the Registration Rights agreement (as defined in the Stock Purchase agreement).

Call by the Company. If, during For every calendar quarter in which the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, the average closing public market price of the Company’s common stock is equal to or in excess of during such calendar quarter exceeds $3.00 for a period of twenty (20) consecutive Trading Days 1.00 per share and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period), the Company shall have the right, for as long as all or a portion of this Warrant is outstanding, to provide the Holder with a notice of such Automatic Conversion Exercise (the “Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must either: (i) exercise, in whole, exercise this Warrant in the amount of 460,000 shares of the Company’s common stock (except to the extent the exercise would violate the 4.9% maximum exercise provision in Section 6 of this Warrant), within forty-five (45) days; (ii) exercise its Common Stock Purchase Warrant A of even date with this Warrant in the amount of 460,000 shares of the Company’s common stock (except to the extent such exercise would violate the 4.9% maximum exercise provision in Section 6 of such Warrant), within forty-five (45) days; or (iiiii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant in whole on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice orNotice, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 forty-five (45) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. If, during This Warrant contains a callable feature requiring the period from date of six months and one day after automatic exercise at any time prior to the date of initial issuance of this Warrant to expiration date of Expiration Date if the Warrant, the closing public market price of the Company’s common stock is equal to or in excess of the callable price of $3.00 1.26 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period). Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx 00 Xxxx Xxxxxx, Suite 40800xx Xxxxx, White PlainsXxx Xxxx XX 00000 Attention: Xxxxxxx Sporns, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check or wire transfer payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. If, during This Warrant contains a callable feature until the period from date of six months and one day after Expiration Date requiring the date of initial issuance of this Warrant automatic exercise at any time prior to expiration date of the Warrant, Expiration Date if the closing public market price of the Company’s common stock 's Common Stock is equal to or in excess of the callable price of $3.00 1.50 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“"Automatic Exercise”") during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx 0000 Xxxx Xxxxxx, Suite 408Xxxxx 000, White PlainsXxx Xxxxxx, New York 10601 Xxxxxxxx 00000 Attention: Xxxx Xxxxxxx on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by the Warrant Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Warrant Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will automatically expire.

Call by the Company. IfThis Warrant contains a callable feature until May 17, 2005 requiring the automatic exercise if during the period commencing one year from date of six months and one day after the date of initial issuance of this each Warrant to expiration date of the Warrant, the at any closing public market price of the Company’s common stock is equal to or in excess of the callable price of $3.00 2.25 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole , this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx70 Xxxx Xxxxx, Suite 408Xxxxxxxxxx, White PlainsXX 00000, New York 10601 Attention: Ex Xxxxxxxx; with a copy to Burger, Trailor & Fxxxxx, P.A., 1000 Xxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 on or before 5:00 3:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.. COMMON STOCK PURCHASE WARRANT

Call by the Company. If, during This G Warrant contains a callable feature requiring the period from date of six months and one day after automatic exercise at any time prior to the date of initial issuance of this Warrant to expiration date of Expiration Date if the Warrant, the closing public market price of the Company’s 's common stock is equal to or in excess of the callable price of $3.00 0.70 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this G Warrant (“"Automatic Exercise”) during such twenty (20) consecutive day period"). Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this G Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this G Warrant pursuant to Section 4 of this G Warrant. In the event that the Holder elects to transfer this G Warrant pursuant to Section 4 of this G Warrant, then the subsequent holder of this G Warrant must exercise this G Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this G Warrant. In the event that this G Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx XxxxxxXxxxx Xxxxx Xxxx Xxxxx, Suite 408Xxxxx 000, White PlainsXxxxx Vedra Beach, New York 10601 Florida 32082 Attention: President, on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of G Warrant Shares specified in the Exercise Notice, and (iii) this G Warrant. If the Holder does not exercise this G Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this G Warrant has been transferred pursuant to Section 4 of this G Warrant, the subsequent holder of this G Warrant does not exercise this G Warrant within 45 thirty (4530) days after notification of intent to transfer this G Warrant, then this G Warrant will expire.

Call by the Company. IfThis Warrant contains a callable feature until January 31, during 2005 requiring the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, automatic exercise if the closing public market price of the Company’s common stock is equal to or in excess of the callable price of $3.00 2.25 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole , this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx70 Xxxx Xxxxx, Suite 408Xxxxxxxxxx, White PlainsXX 00000, New York 10601 Attention: Ex Xxxxxxxx; with a copy to Burger, Trailor & Fxxxxx, P.A., 1000 Xxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 on or before 5:00 3:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. If, during the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, If the closing public market price of the Company’s 's common stock is equal to or in excess of $3.00 1.80 for a period of twenty thirty (2030) consecutive Trading Days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“"Automatic Exercise”") during such twenty thirty (2030) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion Exercise (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole, exercise this Warrant in whole (except to the extent the exercise would violate the 4.9% maximum exercise provision in Section 6 of this Warrant), within forty-five (45) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant in whole on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice orNotice, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 forty-five (45) days after notification of intent to transfer this Warrant, then this Warrant will expire. If the Adjustment Based on EBITDA in Section 7(d) is enacted then the call feature above shall be adjusted to being $0.50 above the new exercise price of the Warrant. 10.

Call by the Company. If, during This I Warrant contains a callable feature requiring the period from date of six months and one day after automatic exercise at any time prior to the date of initial issuance of this Warrant to expiration date of Expiration Date if the Warrant, the closing public market price of the Company’s 's common stock is equal to or in excess of the callable price of $3.00 1.25 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this I Warrant (“"Automatic Exercise”) during such twenty (20) consecutive day period"). Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this I Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this I Warrant pursuant to Section 4 of this I Warrant. In the event that the Holder elects to transfer this I Warrant pursuant to Section 4 of this I Warrant, then the subsequent holder of this I Warrant must exercise this I Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this I Warrant. In the event that this I Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx224 Pxxxx Xxxxx Xxxx Xxxxx, Suite 408Xxxxx 000, White PlainsXxxxx Xxxxa Beach, New York 10601 Florida 32082 Attention: President, on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of I Warrant Shares specified in the Exercise Notice, and (iii) this I Warrant. If the Holder does not exercise this I Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this I Warrant has been transferred pursuant to Section 4 of this I Warrant, the subsequent holder of this I Warrant does not exercise this I Warrant within 45 thirty (4530) days after notification of intent to transfer this I Warrant, then this I Warrant will expire.

Call by the Company. If, during the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, the closing public market price of the Company’s common stock is equal to or in excess <R> of $3.00 6.00 for a period of twenty (20) consecutive Trading Days and there is an effective </R> Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole, this Warrant within forty-five (45) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 (45) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. IfThis Warrant contains a callable feature until August 13, during 2005 requiring the period from automatic exercise at any time prior to such date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, if the closing public market price of the Company’s common stock 's Common Stock is equal to or in excess of the callable price of $3.00 1.20 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“"Automatic Exercise”") during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx 0000 Xxxx Xxxxxx, Suite 408Xxxxx 000, White PlainsXxx Xxxxxx, New York 10601 Xxxxxxxx 00000 Attention: Xxxx Xxxxxxx on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by the Warrant Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Warrant Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will automatically expire.

Call by the Company. If, during This Warrant contains a callable feature requiring the period from date of six months and one day after automatic exercise at any time prior to the date of initial issuance of this Warrant to expiration date of Expiration Date if the Warrant, the closing public market price of the Company’s common stock is equal to or in excess of the callable price of $3.00 0.63 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period). Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx 00 Xxxx Xxxxxx, Suite 40800xx Xxxxx, White PlainsXxx Xxxx, New York 10601 XX 00000 Attention: Xxxxxxx Sporns, on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check or wire transfer payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. If, during This H Warrant contains a callable feature requiring the period from date of six months and one day after automatic exercise at any time prior to the date of initial issuance of this Warrant to expiration date of Expiration Date if the Warrant, the closing public market price of the Company’s 's common stock is equal to or in excess of the callable price of $3.00 1.00 for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this H Warrant (“"Automatic Exercise”) during such twenty (20) consecutive day period"). Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this H Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this H Warrant pursuant to Section 4 of this H Warrant. In the event that the Holder elects to transfer this H Warrant pursuant to Section 4 of this H Warrant, then the subsequent holder of this H Warrant must exercise this H Warrant on or before the forty-fifth thirtieth (4530) day after notification of intent to transfer this H Warrant. In the event that this H Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx200 Xxxxx Xxxxx Xxxx Xxxxx, Suite 408Xxxxx 000, White PlainsXxxxx Vedra Beach, New York 10601 Florida 32082 Attention: President, on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of H Warrant Shares specified in the Exercise Notice, and (iii) this H Warrant. If the Holder does not exercise this H Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this H Warrant has been transferred pursuant to Section 4 of this H Warrant, the subsequent holder of this H Warrant does not exercise this H Warrant within 45 thirty (4530) days after notification of intent to transfer this H Warrant, then this H Warrant will expire.

Call by the Company. If, during the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, If the closing public market price of the Company’s 's common stock is equal to or in excess of $3.00 2.70 for a period of twenty thirty (2030) consecutive Trading Days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“"Automatic Exercise”") during such twenty thirty (2030) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion Exercise (“"Automatic Exercise Notice”"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole, exercise this Warrant in whole (except to the extent the exercise would violate the 4.9% maximum exercise provision in Section 6 of this Warrant), within forty-five (45) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant in whole on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice orNotice, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 forty-five (45) days after notification of intent to transfer this Warrant, then this Warrant will expire. If the Adjustment Based on EBITDA in Section 7(d) is enacted then the call feature above shall be adjusted to being $0.90 above the new exercise price of the Warrant. 10.

Call by the Company. If, during This Warrant may be called by the Company at any time for a period from of one (1) year following the date of six months one hundred and one day eighty-five (185) days after the date of initial issuance of this Warrant to expiration date of the Warrant, Issue Date if the closing public market price per share of the Company’s common stock is equal to or in excess of the callable price of $3.00 .50 per share for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Warrant Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must Holder shall be required to exercise this Warrant on or before the forty-fifth twentieth (4520th) business day after notification of intent to transfer this Warrant. In the event that this Warrant is exercisedUpon any such exercise, the Warrant Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) the Form of Election to Purchase properly executed and completed by the Warrant Holder or an authorized officer thereof, (ii) a check payable to the order of the Companyconsideration, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Automatic Exercise Notice, and (iii) this Warrant. If the Warrant Holder does not exercise this Warrant within forty-five twenty (4520) business days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant Holder does not exercise this Warrant within 45 thirty (4530) days after notification of intent to transfer this Warrant, then this Warrant will expire.

Call by the Company. If, during This Warrant may be called by the Company at any time for a period from of one (1) year following the date of six months one hundred and one day eighty-five (185) days after the date of initial issuance of this Warrant to expiration date of the Warrant, Issue Date if the closing public market price per share of the Company’s common stock is equal to or in excess of the callable price of $3.00 .60 per share for a period of twenty (20) consecutive Trading Days days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in wholewhole or in part, this Warrant within forty-five ten (4510) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Warrant Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must Holder shall be required to exercise this Warrant on or before the forty-fifth twentieth (4520th) business day after notification of intent to transfer this Warrant. In the event that this Warrant is exercisedUpon any such exercise, the Warrant Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) the Form of Election to Purchase properly executed and completed by the Warrant Holder or an authorized officer thereof, (ii) a check payable to the order of the Companyconsideration, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Automatic Exercise Notice, and (iii) this Warrant. If the Warrant Holder does not exercise this Warrant within forty-five ten (4510) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant Holder does not exercise this Warrant within 45 twenty business (4520) days after notification of intent to transfer this Warrant, then this Warrant will expire.