Common use of Call Option Clause in Contracts

Call Option. At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any time, whether or not Notwithstanding anything to the Company's Registration Statement contrary contained in this Article V and other than with respect to the Warrant Shares is Optional Prepayment Exception, so long as (i) no Event of Default shall have occurred and be continuing, and (ii) the Borrower has a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Secured Notes, then current and effectiveat any time after the Effective Date, the Company Borrower shall have the right and option with respect to each of the Warrantsright, upon thirty exercisable on not less than ten (3010) days Trading Days prior written notice to each Warrantholder the Holders of the then-outstanding Secured Notes (which notice may not be sent to the Holders of the Secured Notes until the Borrower is permitted to prepay all or such longer period as is required under any applicable lawportion of the Secured Notes pursuant to this Section 5.1), to call, redeem and acquire each prepay all or any portion of the Warrants which remain then-outstanding and unexercised at the date specified for such redemption Secured Notes in such accordance with this Section 5.1 on a pro rata basis. Any notice of prepayment hereunder (the "Redemption Date"), which Redemption Date an “Optional Prepayment”) shall be 30 days after delivered to the Holders of the then-outstanding Secured Notes at their registered addresses appearing on the books and records of the Borrower and shall state (1) that the Borrower is exercising its right to prepay all or a specified portion of the Secured Notes, and (2) the date of such notice, prepayment (the “Optional Prepayment Notice”). On the date fixed for an amount equal to $.01 per Warrant; provided, however, that if prepayment (the Company's Registration Statement is then current and effective“Optional Prepayment Date”), the Warrantholders Borrower shall have make such payment to or upon the order of the Holders as specified by the Holders in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. Notwithstanding delivery of an Optional Prepayment Notice and subject to Section 1.1 above, the Holders shall at all times prior to the Optional Prepayment Date maintain the right during to convert all or any portion of the 30-day period immediately following the date of such notice to exercise the Warrants Secured Notes in accordance with Article I and any portion of the provisions Secured Notes so converted after receipt of Section 3 hereof. In an Optional Prepayment Notice and prior to the event any Warrants are exercised during Optional Prepayment Date set forth in such 30-day period, this call option notice and such payment shall be deemed not to have been exercised by deducted from the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office principal amount of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants Secured Notes which are otherwise subject to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, prepayment pursuant to such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the WarrantsOption Prepayment Notice.

Call Option. At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company The Borrower shall have the exclusive and non-transferable right and option with respect at any time following the Conditions Precedent (as that term is defined below in this Paragraph 1.5) to each demand that the Lender surrender the Note to the Borrower for prepayment of the Warrants, upon thirty outstanding principal and accrued interest due thereunder (30) the “Call Option”). The Borrower cannot exercise the Call Option and prepay the Note until and unless it furnishes the Lender with 45 days advanced written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at Borrower’s exercise of the date specified for such redemption in such notice Call Option (the "Redemption Date"“Call Option Notice”). The Call Option Notice, which Redemption Date must set forth evidence of compliance with the Conditions Precedent, shall be 30 set a closing date not later than five business days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effectiveCall Option Notice where the Borrower shall repay the Note in full (the “Call Option Closing”). At the Call Option Closing, the Warrantholders Lender shall surrender the original Note to the Borrower against good funds representing full amount of unpaid principal of the Note and all accrued interest due thereunder. The Borrower’s right to exercise the Call Option, to issue a Call Option Notice and prepay the Note is and shall be explicitly conditioned upon the following two conditions: (i) the last sale price (i.e., the closing bid price for the Borrower’s Common Stock in the Pink Sheet market or the OTC Bulletin Board market as reported by the Pink Sheets, LLC, NASDAQ or similar publisher of such quotations) for 20 consecutive trading days shall be $1.35 or greater; and (ii) a minimum average daily trading volume of 50,000 shares during such 20 day trading period (collectively the “Conditions Precedent”). The Call Option Notice shall be mailed to the Lender at its, his or her address appearing in the Agreement with a copy sent via email to the email address appearing in the Agreement and shall be effective as of the day sent. The Lender shall have the absolute right during to convert all or any portion of the 30-day period immediately following Note at any time prior to repayment by the date of such notice Borrower without regard to exercise the Warrants in accordance or compliance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the WarrantsCall Option.

Call Option. At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to each series of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each all of the Warrants of either or both series which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any timeSo long as the closing bid price or last trade in the principal market in which, whether or on the principal exchange on which, the Shares trade exceeds Six Dollars ($6.00) for the ten (10) consecutive trading days preceding but not including the Company's Registration Statement with respect to date of the Warrant Shares is then current and effectivenotice of such call, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty no less than twenty (3020) days trading days' written notice to each Warrantholder (or such longer period as is required under any applicable law)the Registered Holder, to call, and thereafter to redeem and acquire each all of the Warrants which remain remaining outstanding and unexercised at the date specified fixed for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 at least 20 trading days after the date of such notice, for an amount equal to One-Tenth of One Cent ($.01 .001) per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Registered Holder shall have the right during the 30-day period immediately following between the date of such notice and the Redemption Date to exercise the Warrants in accordance with the provisions of Section 3 hereof. In hereof and provided further that a prospectus meeting the event any Warrants are exercised during such 30-day period, prospectus delivery requirements of the Act and covering the resale of the Shares to be issued upon exercise of this call option shall be deemed not to have been exercised Warrant by the Company as Registered Holder hereof or the successors in interest to such Registered Holder is available during the Warrants so exercised by entire period between such notice and the holders thereofRedemption Date. Said notice of redemption shall require each Warrantholder the Registered Holder to surrender to the Company, not later than on the Redemption Date, at the Corporate Office principal executive offices of the Warrant Agent (or its successor)Company, his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, Date such Warrants shall be deemed to be expired and all rights of the holders Registered Holder of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 .001 per Warrant for such Warrants, without interest providedinterest. In connection with any call hereunder, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct have no obligation to call any other stock purchase warrant or warrants, whether or not having similar terms, and no call made pursuant to any other stock purchase warrant shall obligate the Warrant Agent accordingly as Company to the procedures exercise its right and option to be followed by the Warrant Agent in connection with the redemption of the Warrantsmake a call hereunder.

Call Option. At If at any time, whether or not time during the term of the Warrants the Sale Price (as defined below) of the Company's Registration Statement with respect Common Stock equals or exceeds $9.00 (as adjusted to give effect to stock splits and stock dividends) for each of the Warrant Shares is then current and effective20 consecutive trading days preceding but not including the date of such call, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty (30) days no less than 30 days' written notice to each Warrantholder (or such longer period as is required under any applicable law)the Warrantholder, to call, and thereafter to redeem and acquire each acquire, all of the Warrants evidenced hereby which remain outstanding and unexercised at the date specified fixed for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to One-Tenth of One Cent ($.01 .001) per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Warrantholder shall have the right during the 30-day period immediately following between the date of such notice and the Redemption Date to exercise the Warrants in accordance with the provisions hereof; and provided further that if prior to the Redemption Date the Warrantholder has requested a registration of the Shares pursuant to Section 3 10.2 hereof. In , the event any Warrants are exercised during such 30-day period, this call option Redemption Date shall be deemed not to have been exercised by extended, if necessary, until the Company as to the Warrants so exercised by the holders thereofeffective date of such registration. Said notice of redemption shall require each the Warrantholder to surrender this Agreement to the Company, on the Redemption Date, at the Corporate Office principal executive offices of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemedCompany. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, Date such Warrants shall be deemed to be expired and all rights of the holders of Warrantholder to such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 .001 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrantsinterest.

Call Option. At any time on or after July 1, 2000 and at any time, whether notwithstanding the date, that the common stock of the Company has a closing bid price on ten consecutive trading days of $2.00 per share or not the Company's Registration Statement with respect to the Warrant Shares is then current and effectivemore, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under Class "Z" Registered Holder, to, at any applicable law)time thereafter, to call, redeem and acquire each call all of the Class "Z" Warrants which remain remaining outstanding and unexercised at the date specified fixed for such redemption call in such notice (the "Redemption Call Date")) , which Redemption Call Date shall be not less than 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Class "Z" Registered Holders shall in any event have the right during the 30-30 day period immediately following the date of such notice to exercise the Class "Z" Warrants in accordance with the provisions of Section 3 hereof. In the event any Class "Z" Warrants are exercised during such 30-30 day period, this call option shall be deemed not to have been exercised by the Company as to the Class "Z" Warrants so exercised by the holders thereof. Said notice of redemption call shall require each Warrantholder Class "Z" Registered Holder to surrender to the Company, on the Redemption Call Date, at the Corporate Office corporate office of the Warrant Agent (or its successor), his certificate his/her/its Certificate or certificates Certificates representing the Class "Z" Warrants to be redeemedcalled. Notwithstanding the fact that any Class "Z" Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Call Date, after the Redemption Call Date, such Class "Z" Warrants shall be deemed to be expired expired, and all rights of the holders of such unsurrendered Class "Z" Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Class "Z" Warrants and of the Redemption Date Call Date, and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption call of the Class "Z" Warrants.

Call Option. At If at any time, whether or not time during the term of the Warrants after the initial Warrant Price has been determined pursuant to Section 4 hereof the Sale Price (as defined below) of the Company's Registration Statement with respect Common Stock equals or exceeds an amount equal to the sum of $2.00 plus such initial Warrant Shares is then current Price (which amount shall be adjusted to give effect to stock splits and effectivestock dividends) for each of the 20 consecutive trading days preceding but not including the date of such call, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty (30) days no less than 30 days' written notice to each Warrantholder (or such longer period as is required under any applicable law)the Warrantholder, to call, and thereafter to redeem and acquire each acquire, all of the Warrants evidenced hereby which remain outstanding and unexercised at the date specified fixed for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to One-Tenth of One Cent ($.01 .001) per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Warrantholder shall have the right during the 30-day period immediately following between the date of such notice and the Redemption Date to exercise the Warrants in accordance with the provisions hereof; and provided further that if prior to the Redemption Date the Warrantholder has requested a registration of the Shares pursuant to Section 3 10.2 hereof. In , the event any Warrants are exercised during such 30-day period, this call option Redemption Date shall be deemed not to have been exercised by extended, if necessary, until the Company as to the Warrants so exercised by the holders thereofeffective date of such registration. Said notice of redemption shall require each the Warrantholder to surrender this Agreement to the Company, on the Redemption Date, at the Corporate Office principal executive offices of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemedCompany. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, Date such Warrants shall be deemed to be expired and all rights of the holders of Warrantholder to such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 .001 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrantsinterest.

Call Option. At any timeDuring the period during which the Class C Warrants may be exercised, whether or not in the event that (1) there is a current registration statement in effect covering the Warrant Shares; (2) the Company's Registration Statement with respect Common Stock is traded on NASDAQ, the American Stock Exchange or some other equivalent exchange; and (3) the closing bid price of the Company's Common Stock exceeds $7.00 for 20 of 30 consecutive trading days ending not more than five days prior to the Warrant Shares is then current and effectivemailing of the notice of redemption, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty (30) days 45 days' written notice to each Warrantholder (or such longer period as is required under any applicable law)Registered Holder, to call, redeem and acquire each all of the Class C Warrants which remain remaining outstanding and unexercised at the date specified fixed for such redemption in such notice (the "Redemption Redemp- tion Date"), which Redemption Date shall be 30 45 days after the date of such notice, for an amount equal to $.01 .05 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Registered Holders shall in any event have the right during the 3045-day period immediately following the date of such notice to exercise the Class C Warrants being called for redemption in accordance with the provisions of Section 3 hereof. In the event any such Class C Warrants are exercised during such 30-45- day period, this call option shall be deemed not to have been exercised by the Company as to the Class C Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder Registered Holder to surrender to the Company, on the Redemption Date, at the Corporate Office offices of the Warrant Agent (or its successor), his certificate or certificates representing the Class C Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption redemp- tion have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Class C Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Class C Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 .05 per Warrant for such Warrants, without interest interest, provided, however, that such right to receive the redemption price of $.01 .05 per Warrant for such Warrants shall itself expire on six months from the Expiration Date of the WarrantsRedemption Date. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Class C Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the such Warrants.

Call Option. At By giving irrevocable notice to the Trustee in the manner described below (the "Call Notice"), the Company has the right to purchase all of the Bonds (including this bond), in whole but not in part, on the Coupon Reset Date (the "Call Option"), at a price equal to 100% of the principal amount thereof (the "Call Price"). The Company may assign to Xxxxxx Xxxxxxx & Co. International Limited all its right, title and interest and obligation in, to and under the Call Option, and the Company, or in the event of such an assignment, Xxxxxx Xxxxxxx & Co. International Limited, and any successor thereof, is herein referred to as the "Callholder". The Callholder will be required to give the Call Notice to the Trustee, in writing, prior to 4:00 p.m., New York City time, no later than fifteen calendar days prior to the Coupon Reset Date. The Call Notice shall contain delivery details satisfactory to the Trustee, including the identity of the Callholder's account with the Depositary (as defined below). If the Callholder exercises the Call Option by giving the Call Notice, (i) not later than 2:00 p.m., New York City time on the Business Day prior to the Coupon Reset Date, the Callholder shall pay the amount of the Call Price in immediately available funds to the Trustee for payment of the Call Price to the holders of the Bonds (including this bond) on the Coupon Reset Date and (ii) the holders of this bond will be required to deliver, and will be deemed to have delivered, this bond against payment therefor on the Coupon Reset Date through the facilities of The Depositary Trust Company or its successor, as Depository for the Bonds (the "Depository"), and will be required to accept the Call Price on such date in full satisfaction of this bond. The Callholder is not required to exercise the Call Option, and no holder of this bond or any interest therein will have any right or claim against the Callholder as a result of the Callholder's decision whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance Call Option or performance or nonperformance of its obligations with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrantsrespect thereto.

Call Option. At (a) Each Management Stockholder agrees that the Company and the Blackstone Encore Stockholders, collectively, will each have a call right (the “Call Option”), solely for cash consideration, on his or her Shares, including but not limited to any timeShares acquired by such Management Stockholder upon the exercise of stock options after the termination of such Management Stockholder’s employment (the “Callable Shares”). Upon the termination of a Management Stockholder’s employment with the Company or any of its Subsidiaries for any reason including, whether without limitation, the voluntary termination or not the Company's Registration Statement resignation, dismissal, involuntary termination, death, retirement or Disability of such Management Stockholder (or, with respect to Shares acquired upon the Warrant Shares is then current and effectiveexercise of options following such termination of such Management Stockholder’s employment, upon the exercise by a Management Stockholder of such options following such termination) (each, a “Call Event”), the Company shall have may exercise the right Call Option by written notice (a “Call Option Notice”) delivered to the Management Stockholder and option with respect any applicable Permitted Transferees (a “Call Option Management Stockholder”) within one year after such Call Event (the “Exercise Date”). Upon the giving of a Call Option Notice, the Company will be obligated to each purchase and the Call Option Management Stockholder will be obligated to sell all or any lesser portion indicated in the Call Option Notice of the WarrantsCallable Shares owned at the time of the Call Event by the Call Option Management Stockholder for the consideration calculated as set forth below. If the Company fails to exercise the Call Option, upon then any Blackstone Encore Stockholder may exercise the Call Option on behalf of any and all Blackstone Encore Stockholders within thirty (30) days after the expiration of the aforesaid one-year period by giving written notice to each Warrantholder (or such longer period as the Call Option Management Stockholder that it is required under any applicable law), to call, redeem and acquire each of exercising the Warrants which remain outstanding and unexercised at Call Option. Upon the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date giving of such notice, the applicable Blackstone Encore Stockholder will be obligated to purchase and the Call Option Management Stockholder will be obligated to sell all or any lesser portion indicated in the aforesaid notice of the Callable Shares owned at the time of the Call Event by the Call Option Management Stockholder for an amount equal the consideration calculated as set forth below. Notwithstanding anything herein to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effectivecontrary, the Warrantholders applicable Blackstone Encore Stockholder shall not have any right to purchase any Callable Shares prior to the right during the 30-first day period immediately following the date six-month anniversary of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised their acquisition by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrantsa Management Stockholder.

Call Option. At The Company reserves the right to call for cancellation of all or any timeportion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, whether or not the Company's Registration Statement with respect a “Call”), for consideration equal to $0.0001 per Warrant Share, by delivering a notice of call in writing (a “Call Notice”) to the Holder, indicating the unexercised portion of this Warrant Shares is then current and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice applies, within one hundred twenty (the "Redemption Date"), which Redemption Date shall be 30 120) days after the public announcement by the Company of an increase, in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio (SUVR) for brain metabolism between baseline and month 18 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the study “SEMA4D Blockade Safety and Brain Metabolic Activity in Alzheimer’s Disease (AD)” (the “Positive Data Release”); provided, that at the time of delivery of the Call Notice the holder is not in possession of any material non-public information. If the conditions set forth below for such Call are satisfied for the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such noticeCall Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, for an amount equal to $.01 per Warrantthe “Call Date”); provided, however, that to the extent that the issuance of Warrant Shares subject to a Call Notice would cause a violation of the Beneficial Ownership Limitation set forth in Section 2(f) were a Notice of Exercise to be delivered, notwithstanding anything to the contrary set forth in this Warrant, the holder may deliver a Notice of Exercise together with the Exercise Price for such exercise less $0.0001 per Warrant Share with respect to the number of Warrant Shares that would be in excess of the Beneficial Ownership Limitation, and thereafter the terms of this Warrant shall be modified solely with respect to such number of Warrant Shares (A) that are in excess of the Beneficial Ownership Limitation and (B) for which such Notice of Exercise and Exercise Price were also delivered in order to (i) provide that the Warrant shall be exercisable until exercised in full rather than on or prior to the Termination Date as defined herein, (ii) provide for an Exercise Price of $0.0001 per Warrant Share, subject to adjustment hereunder, and (iii) permit the Warrant to be exercised at any time by means of a “cashless exercise,” and thereafter (1) this Section 2(d) and (2) that portion of Section 3(f) of this Warrant from the beginning of the sentence beginning “Notwithstanding anything to the contrary, in the event of a Fundamental Transaction…” to the end of the sentence ending “on the effective date of the Fundamental Transaction)” shall not apply to the Warrant with respect to such Warrant Shares. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered by 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice that calls less than all of this Warrant shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company's Registration Statement is then current , in the time and effectivemanner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(d), the Warrantholders Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any Call Notice calling for such cancellation shall be void) unless, from the time of the Positive Data Release through the Call Date, (1) the Company shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants honored in accordance with the provisions terms of Section 3 hereof. In this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the event any Warrants are exercised during such 30-day periodCall Date, this call option (2) a registration statement shall be deemed not effective as to have been exercised all Warrant Shares and the prospectus thereunder available for use by the Company as to Holder for the Warrants so exercised resale of all such Warrant Shares by the Holder, (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents. The Company’s right to call the Warrant under this Section 2(d) shall be exercised ratably among the holders thereofof the Common Warrants then outstanding. Said notice Upon delivery of redemption shall require each Warrantholder to surrender to a Call Notice, whether or not such Call Notice constitutes, or contains, material, non-public information regarding the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct simultaneously disclose the Warrant Agent accordingly as terms of such Call Notice pursuant to a Current Report on Form 8-K or press release reasonably designed to provide broad, non-exclusionary distribution of the information to the procedures public, following which the Holder shall not be subject to be followed by the Warrant Agent in connection any confidentiality or similar obligations hereunder with the redemption of the Warrantsrespect to such Call Notice.

Call Option. At On any timedate during the period beginning three (3) months after the Initial Closing Date and March 27, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice 2002 (the "Redemption DateOption Period"), which Redemption Date shall be 30 days after the date Subscriber may exercise an option (a "Call Option"), without the consent of such noticethe Company, for to obligate the Company to issue and sell to the Subscriber no less than $1,000,000 and up to an amount equal to aggregate of $.01 per Warrant6,000,000 of Call Shares and Call Warrants; provided, however, that if the Company's Registration Statement number of Call Shares and Call Warrants is then current subject to reduction as provided in clause 1.2(b) below. The aggregate purchase price per (i) Call Share and effective(ii) related Call Warrants shall be $1,000 ("the "Call Purchase Price"). The number of Call Warrants to be issued with each Call Share shall be equal to (I) ten percent (10%) of the aggregate Call Purchase Price of the Call Shares which the Subscriber elects to purchase divided by (II) the Call Conversion Price. The Subscriber shall only be entitled to exercise its Call Option on one occasion (or, to the Warrantholders shall have extent that the right Subscriber is precluded from fully exercising its Call Option pursuant to Section 1.2(c), on two occasions). If the Call Options are not exercised in full by the Subscriber during the 30-day period immediately Option Period, any remaining amount of the Call Options shall expire at the end of the Option Period. The closing of the purchase of the Call Shares following exercise of the Call Options (each, a "Subsequent Closing") shall occur two (2) business days following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised receipt by the Company of written notice by the Subscriber that the Subscriber's Call Option has been exercised (each, a "Subsequent Closing Date"), and in the same manner as the Initial Closing. At each Subsequent Closing, the Company shall deliver to the Subscriber, subject to the terms and conditions herein, the Subscriber's Call Shares and Call Warrants. Each Subsequent Closing shall take place in the same manner as the Initial Closing; provided that (a) the Call Shares and Call Warrants so exercised shall have been issued and delivered by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender Company to the CompanySubscriber or as otherwise agreed between the parties and (b) all other conditions precedent to the obligations of the Subscriber and the Company to each Subsequent Closing set forth herein shall have been satisfied or waived in writing. The Initial Closing, on the Redemption Registration Shares Closing and each Subsequent Closing are hereinafter sometimes referred to as a "Closing." The Initial Closing Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Registration Shares Closing Date and the Company shall instruct Subsequent Closing Date, as the Warrant Agent accordingly case may be, are hereinafter sometimes referred to as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrantsa "Closing Date."

Call Option. At Subject to the provisions of Section 2(f), the Company reserves the right to call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”), for consideration equal to $0.0001 per Warrant Share, by delivering a notice of call in writing (a “Call Notice”) to the Holder, indicating the unexercised portion of this Warrant to which such notice applies, within one Trading Day after the end of any ten (10) consecutive Trading Day period (the “Measurement Period”) for which the VWAP is $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), provided at the time of delivery of the Call Notice the holder is not in possession of any material non-public information that was provided by the Company or any of its officers, directors, employees, agents, or affiliates. If the conditions set forth below for such Call are satisfied for the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, whether or the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company's Registration Statement Company covenants and agrees that it will honor all Notices of Exercise with respect to the Warrant Shares is subject to a Call Notice that are tendered by 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice that calls less than all of this Warrant shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then current permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and effective(C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(d), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void) unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants honored in accordance with the provisions terms of Section 3 hereof. In this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the event any Warrants are exercised during such 30-day periodCall Date, this call option (2) a registration statement shall be deemed not effective as to have been exercised all Warrant Shares and the prospectus thereunder available for use by the Company as for the sale of all such Warrant Shares to the Warrants so exercised by Holder, (3) the holders thereofCommon Stock shall be listed or quoted for trading on a Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(f) herein. Said notice of redemption shall require each Warrantholder The Company’s right to surrender to the Company, on the Redemption Date, at the Corporate Office of call the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants under this Section 2(d) shall be deemed to be expired and all rights of exercised ratably among the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without a majority in interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the WarrantsCommon Warrants then outstanding. The Company shall notify the Warrant Agent verbally, with confirmation in writing, 1 Price to be 150% of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the WarrantsExercise Price.

Call Option. At The Callholder, by giving notice to the Trustee (the "Call Notice"), has the right to purchase the aggregate principal amount hereof, in whole but not in part (the "Call Option"), on the Applicable Coupon Reset Date, at a price equal to 100% of the principal amount hereof (the "Call Price") (interest accrued to but excluding the Applicable Coupon Reset Date to be paid by the Company on such date to the Holder hereof on the most recent Regular Record Date). The Company, as holder of the Call Option in respect of the Securities of this series, or any person to which the Call Option is assigned in accordance with Section 305 of the Fourth Supplemental Indenture, is referred to herein as the "Callholder" in respect of the Securities of this series. The Call Notice shall be given to the Trustee, in writing, prior to 4:00 p.m. New York City, no later than fifteen calendar days prior to the Applicable Coupon Reset Date. The Call Notice shall contain the requisite delivery details, including the identification of the Callholder's DTC Account. The Trustee shall send a copy of the Call Notice to the Holder hereof no later than the immediately succeeding Business Day. In the event the Callholder exercises its rights under the Call Option, unless terminated in accordance with its terms, then (i) not later than 2:00 p.m., New York time, on the Business Day prior to the Applicable Coupon Reset Date, the Callholder shall deliver the Call Price in immediately available funds to the Trustee for payment thereof to the Holder hereof of the Call Price on the Applicable Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Security to the Callholder against payment therefor on the Applicable Coupon Reset Date through the facilities of DTC. The Callholder is not required to exercise the Call Option, and no Holder of the Securities of this series (including, the Holder hereof) or any interest herein shall have any right or claim against the Callholder as a result of the Callholder's decision whether or not to exercise the Company's Registration Statement Call Option or performance or non-performance of its obligations with respect to the Warrant Shares is then current thereto. The Callholder may at any time assign its rights and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required obligations under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrantits Call Option; provided, however, that if (i) such rights and obligations are assigned in whole and not in part and (ii) it provides the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date Trustee and the Company with notice of such assignment contemporaneously with such assignment. Upon receipt of notice of assignment, the Trustee shall instruct treat the Warrant Agent accordingly assignee as to Callholder under such Call Option for all purposes hereunder. The Callholder may assign its rights under its Call Option without notice to, or consent of, the procedures to Holder hereof The Indenture sets forth certain circumstances in which the Call Option will automatically be followed by the Warrant Agent in connection with the redemption of the Warrantsterminated.

Call Option. At any time, whether or not the Company's Registration Statement with respect to the Warrant Shares is then current and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any The Callholder, by giving notice to the Trustee (the "Call Notice"), has the right to purchase the aggregate principal amount of this Security, in whole but not in part (the "Call Option"), on the Coupon Reset Date, at a price equal to 100% of the principal amount hereof (the "Call Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Company on such date to the Holder hereof on the most recent Regular Record Date). The Call Notice is required to be given to the Trustee, in writing, prior to 4:00 p.m., New York City time, no later than fifteen calendar days prior to the Coupon Reset Date. The Call Notice must contain the requisite delivery details, including the identity of the Callholder's DTC account. If the Callholder exercises the Call Option, unless terminated in accordance with its terms, (i) not later than 2:00 p.m., New York City time, on the Business Day prior to the Coupon Reset Date, the Callholder will deliver the Call Price in immediately available funds to the Trustee for payment thereof to the holders of the 2021 REPS (including, if applicable, the Holder hereof) on the Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Security to the Callholder against payment (degree)therefor on the Coupon Reset Date through the facilities of DTC. The Callholder is not required to exercise the Call Option, and no holder of the 2021 REPS or any interest therein shall have any right or claim against the Callholder as a result of the Callholder's decision whether or not to exercise the Company's Registration Statement Call Option or performance or non-performance of its obligations with respect to the Warrant Shares is then current thereto. The Callholder may at any time assign its rights and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required obligations under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrantits Call Option; provided, however, that if (i) such rights and obligations are assigned in whole and not in part and (ii) it provides the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date Trustee and the Company shall instruct with notice of such assignment contemporaneously with such assignment. Upon receipt of notice of assignment, the Warrant Agent accordingly Trustee will treat the assignee as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.Callholder for all purposes hereunder. The Callholder may assign

Call Option. At The Callholder, by giving notice to the Trustee (the "Call Notice"), has the right to purchase the aggregate principal amount hereof, in whole but not in part (the "Call Option"), on the Applicable Coupon Reset Date, at a price equal to 100% of the principal amount hereof (the "Call Price") (interest accrued to but excluding the Applicable Coupon Reset Date to be paid by the Company on such date to the Holder hereof on the most recent Regular Record Date). The Company, as holder of the Call Option in respect of the Securities of this series, or any person to which the Call Option is assigned in accordance with Section 305 of the Fifth Supplemental Indenture, is referred to herein as the "Callholder" in respect of the Securities of this series. The Call Notice shall be given to the Trustee, in writing, prior to 4:00 p.m. New York City, no later than fifteen calendar days prior to the Applicable Coupon Reset Date. The Call Notice shall contain the requisite delivery details, including the identification of the Callholder's DTC Account. The Trustee shall send a copy of the Call Notice to the Holder hereof no later than the immediately succeeding Business Day. In the event the Callholder exercises its rights under the Call Option, unless terminated in accordance with its terms, then (i) not later than 2:00 p.m., New York time, on the Business Day prior to the Applicable Coupon Reset Date, the Callholder shall deliver the Call Price in immediately available funds to the Trustee for payment thereof to the Holder hereof of the Call Price on the Applicable Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Security to the Callholder against payment therefor on the Applicable Coupon Reset Date through the facilities of DTC. The Callholder is not required to exercise the Call Option, and no Holder of the Securities of this series (including, the Holder hereof) or any interest herein shall have any right or claim against the Callholder as a result of the Callholder's decision whether or not to exercise the Company's Registration Statement Call Option or performance or non-performance of its obligations with respect to the Warrant Shares is then current thereto. The Callholder may at any time assign its rights and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required obligations under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrantits Call Option; provided, however, that if (i) such rights and obligations are assigned in whole and not in part and (ii) it provides the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date Trustee and the Company with notice of such assignment contemporaneously with such assignment. Upon receipt of notice of assignment, the Trustee shall instruct treat the Warrant Agent accordingly assignee as to Callholder under such Call Option for all purposes hereunder. The Callholder may assign its rights under its Call Option without notice to, or consent of, the procedures to Holder hereof The Indenture sets forth certain circumstances in which the Call Option will automatically be followed by the Warrant Agent in connection with the redemption of the Warrantsterminated.

Call Option. At any The Callholder, by giving notice to the Trustee (the "Call Notice"), has the right to purchase the aggregate principal amount of this Note, in whole but not in part (the "Call Option"), on the Coupon Reset Date, at a price equal to 100% of the principal amount hereof (the "Call Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Issuer on such date to the Holder hereof on the most recent Record Date). The Call Notice is required to be given to the Trustee, in writing, prior to 4:00 p.m., New York time, no later than fifteen calendar days prior to the Coupon Reset Date for the 2013 Notes. The Call Notice must contain the requisite delivery details, including the identity of the Callholder's Depositary account. The Call Notice may be revoked by the Callholder at any time prior to 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date. If the Callholder exercises the Call Option, unless terminated in accordance with its terms, (i) not later than 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date, the Callholder will deliver the Call Price in immediately available funds to the Trustee for payment of the Call Price on the Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Note to the Callholder against payment therefor on the Coupon Reset Date through the facilities of the Depositary. No holder of any 2013 Notes or any interest in such 2013 Notes will have any right or claim against the Callholder as a result of the Callholder's decision whether or not to exercise the Company's Registration Statement Call Option or performance or nonperformance of its obligations with respect to the Warrant Shares is then current thereto. The Callholder may at any time assign its rights and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required obligations under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrantits Call Option; provided, however, that if the Company's Registration Statement is then current (i) such rights and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants obligations are assigned in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed whole and not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent in part and (or its successorii), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any time, whether or not Beginning on the date that is three (3) months after the date hereof and provided the Company's Registration Statement with respect to ’s Common Shares have, for at least twenty (20) trading days within any period of thirty (30) consecutive trading days including the Warrant Shares is then current and effectivelast trading day of such period, had a closing price per share in excess of $_________, the Company shall have the right and option with respect to each of the Warrantsoption, upon not less than thirty (30) days calendar days’ and not more than sixty (60) calendar days’ written notice to each Warrantholder (or such longer period as is required under any applicable law)the Holder, to call, and thereafter to redeem and acquire each all of the Warrants which remain remaining outstanding and unexercised at the date specified fixed for such redemption in such notice (the "“Redemption Date"”), which Redemption Date shall be 30 at least thirty (30) calendar days after the date of such notice, for an amount equal to One-Tenth of One Cent ($.01 0.001) per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Holder shall have the right during the 30-day period immediately following between the date of such notice and the Redemption Date to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder the Holder to surrender to the Company, not later than on the Redemption Date, at the Corporate Office principal executive offices of the Warrant Agent (or its successor)Agent, his Holder’s certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, Date such Warrants shall be deemed to be expired and all rights of the holders Holder of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 0.001 per Warrant for such Warrants, without interest providedinterest. In connection with any call hereunder, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct have no obligation to call any other stock purchase warrant or warrants, whether or not having similar terms, and no call made pursuant to any other stock purchase warrant shall obligate the Warrant Agent accordingly as Company to the procedures exercise its right and option to be followed by the Warrant Agent in connection with the redemption of the Warrantsmake a call hereunder.

Call Option. At any time, whether or not time after the closing bid price of the Company's Registration Statement with respect common stock equals or exceeds _______________ (including any adjustment or reduction of such price pursuant to the Warrant Shares is then current and effectiveSection 8 or 9 hereof), for ______ consecutive trading days, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each all of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any timeFollowing issuance of the Warrants, whether or not in the event that the trading price of the Company's Registration Statement with respect Common Stock exceeds $--- for 10 consecutive trading days ending not more than ten days prior to the Warrant Shares is then current and effectivemailing of the notice of redemption, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty (30) days 30 days' written notice to each Warrantholder (or such longer period as is required under any applicable law)Registered Holder, to call, redeem and acquire each all of the Warrants which remain remaining outstanding and unexercised at the date specified fixed for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 .10 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Registered Holders shall in any event have the right during the 30-day period immediately following the date of such notice to exercise the Warrants being called for redemption in accordance with the provisions of Section 3 hereof. For the purposes of determining the daily trading price of the Company's Common Stock, if the Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is on NASDAQ, then the last reported sale price of the Common Stock on such exchange or NASDAQ each day shall be used. If the Common Stock is not so listed on such exchange or system or admitted to unlisted trading privileges then the average of the last reported bid prices reported by the OTC Bulletin Board each day shall be used to determine such daily trading price. In the event that any Warrants called for redemption are exercised during such the 30-day periodperiod following the notice of redemption, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder Registered Holder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates certifi- cxxxx representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 .10 per Warrant for such Warrants, without interest interest, provided, however, that such right to receive the redemption price of $.01 .10 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.two years from the

Call Option. At If at any time, whether or not the closing bid price of the Company's Registration Statement with respect common stock equals or exceeds 200% of the exercise price (including any adjustment or reduction of such exercise price pursuant to Section 8 or 9 hereof) of the Warrant Shares is then current and effectiveWarrants, for 20 consecutive trading days, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to call, redeem and acquire each all of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any time, whether or not Following issuance of the Warrants and commencing with the date on which the Company's Registration Statement with respect to the Warrant Shares is then current and declared effective, the Company shall have the right and option option: (a) with respect to each the Series "A" Warrants, assuming the closing bid price of the Company's common stock exceeds or equals $4.00 per share for 20 consecutive trading days, and (b) with respect to the Series "B" Warrants, assuming the closing bid price of the Company's common stock exceeds or equals $6.00 per share for 20 consecutive trading days, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable law), to to, at any time thereafter call, redeem and acquire each all of the Warrants which remain of either or both classes of Warrants remaining outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders shall in any event have the right during the 30-day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 3020-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any time, whether or not the Company's Registration Statement with respect Subject to the Warrant Shares is then current and effectiveprovisions of Section 2(f), the Company shall have reserves the right and option with respect to each call for cancellation of the Warrantsall or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required under any applicable lawa “Call”), for consideration equal to call$0.0001 per Warrant Share, redeem and acquire each by delivering a notice of call in writing (a “Call Notice”) to the Warrants Holder, indicating the unexercised portion of this Warrant to which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date")applies, which Redemption Date shall be within 30 days after the public announcement by the Company of [ ] (the “[ ]”); provided, that at the time of delivery of the Call Notice the holder is not in possession of any material non-public information that was provided by the Company or any of its officers, directors, employees, agents, or affiliates. If the conditions set forth below for such Call are satisfied for the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such noticeCall Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, for an amount equal to $.01 per Warrantthe “Call Date”); provided, however, that to the extent that the issuance of Warrant Shares subject to a Call Notice would cause a violation of the Beneficial Ownership Limitation set forth in Section 2(f) were a Notice of Exercise to be delivered, notwithstanding anything to the contrary set forth in this Warrant, the holder may deliver a Notice of Exercise together with the Exercise Price for such exercise less $0.0001 per Warrant Share with respect to the number of Warrant Shares that would be in excess of the Beneficial Ownership Limitation, and thereafter the terms of this Warrant shall be modified solely with respect to such number of Warrant Shares (A) that are in excess of the Beneficial Ownership Limitation and (B) for which such Notice of Exercise and Exercise Price were also delivered in order to (i) provide that the Warrant shall be exercisable until exercised in full rather than on or prior to the Termination Date as defined herein, (ii) provide for an Exercise Price of $0.0001 per Warrant Share, subject to adjustment hereunder, and (iii) permit the Warrant to be exercised at any time by means of a “cashless exercise,” and thereafter this Section 2(d) shall not apply to the Warrant with respect to such Warrant Shares. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered by 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice that calls less than all of this Warrant shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company's Registration Statement is then current , in the time and effectivemanner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(d), the Warrantholders Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void) unless, from the time of the [ ] through the Call Date, (1) the Company shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants honored in accordance with the provisions terms of Section 3 hereof. In this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the event any Warrants are exercised during such 30-day periodCall Date, this call option (2) a registration statement shall be deemed not effective as to have been exercised all Warrant Shares and the prospectus thereunder available for use by the Company as for the sale of all such Warrant Shares to the Warrants so exercised by Holder, (3) the holders thereofCommon Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents. Said notice of redemption shall require each Warrantholder The Company’s right to surrender to the Company, on the Redemption Date, at the Corporate Office of call the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants under this Section 2(d) shall be deemed to be expired and all rights of exercised ratably among the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without a majority in interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Common Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrantsthen outstanding.

Call Option. At any The Callholder, by giving notice to the Trustee (the "Call Notice"), has the right to purchase the aggregate principal amount of this Note, in whole but not in part (the "Call Option"), on the Coupon Reset Date, at a price equal to 100% of the principal amount hereof (the "Call Price") (interest accrued to but excluding the Coupon Reset Date will be paid by the Issuer on such date to the Holder hereof on the most recent Record Date). The Call Notice is required to be given to the Trustee, in writing, prior to 4:00 p.m., New York time, no later than fifteen calendar days prior to the Coupon Reset Date for the 2011 Notes. The Call Notice must contain the requisite delivery details, including the identity of the Callholder's Depositary account. The Call Notice may be revoked by the Callholder at any time prior to 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date. If the Callholder exercises the Call Option, unless terminated in accordance with its terms, (i) not later than 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date, the Callholder will deliver the Call Price in immediately available funds to the Trustee for payment of the Call Price on the Coupon Reset Date and (ii) the Holder hereof will be required to deliver and will be deemed to have delivered this Note to the Callholder against payment therefor on the Coupon Reset Date through the facilities of the Depositary. No holder of any 2011 Notes or any interest in such 2011 Notes will have any right or claim against the Callholder as a result of the Callholder's decision whether or not to exercise the Company's Registration Statement Call Option or performance or nonperformance of its obligations with respect to the Warrant Shares is then current thereto. The Callholder may at any time assign its rights and effective, the Company shall have the right and option with respect to each of the Warrants, upon thirty (30) days written notice to each Warrantholder (or such longer period as is required obligations under any applicable law), to call, redeem and acquire each of the Warrants which remain outstanding and unexercised at the date specified for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 per Warrantits Call Option; provided, however, that if the Company's Registration Statement is then current (i) such rights and effective, the Warrantholders shall have the right during the 30-day period immediately following the date of such notice to exercise the Warrants obligations are assigned in accordance with the provisions of Section 3 hereof. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed whole and not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent in part and (or its successorii), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest provided, however, that such right to receive the redemption price of $.01 per Warrant for such Warrants shall itself expire on the Expiration Date of the Warrants. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the Warrants.

Call Option. At any timeFollowing issuance of the Warrants, whether or not in the event that the trading price of the Company's Registration Statement with respect Common Stock exceeds $8.25 for 10 consecutive trading days ending not more than ten days prior to the Warrant Shares is then current and effectivemailing of the notice of redemption, the Company shall have the right and option with respect to each of the Warrantsoption, upon thirty (30) days 30 days' written notice to each Warrantholder (or such longer period as is required under any applicable law)Registered Holder, to call, redeem and acquire each all of the Warrants which remain remaining outstanding and unexercised at the date specified fixed for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.01 .10 per Warrant; provided, however, that if the Company's Registration Statement is then current and effective, the Warrantholders Registered Holders shall in any event have the right during the 30-day period immediately following the date of such notice to exercise the Warrants being called for redemption in accordance with the provisions of Section 3 hereof. For the purposes of determining the daily trading price of the Company's Common Stock, if the Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is on NASDAQ, then the last reported sale price of the Common Stock on such exchange or NASDAQ each day shall be used. If the Common Stock is not so listed on such exchange or system or admitted to unlisted trading privileges then the average of the last reported bid prices reported by the OTC Bulletin Board each day shall be used to determine such daily trading price. In the event that any Warrants called for redemption are exercised during such the 30-day periodperiod following the notice of redemption, this call option shall be deemed not to have been exercised by the Company as to the Warrants so exercised by the holders thereof. Said notice of redemption shall require each Warrantholder Registered Holder to surrender to the Company, on the Redemption Date, at the Corporate Office of the Warrant Agent (or its successor), his certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date, such Warrants shall be deemed to be expired and all rights of the holders of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 .10 per Warrant for such Warrants, without interest interest, provided, however, that such right to receive the redemption price of $.01 .10 per Warrant for such Warrants shall itself expire on two years from the Expiration Date of the WarrantsRedemption Date. The Company shall notify the Warrant Agent verbally, with confirmation in writing, of the call of the Warrants and of the Redemption Date and the Company shall instruct the Warrant Agent accordingly as to the procedures to be followed by the Warrant Agent in connection with the redemption of the such Warrants.