Common use of Call Rights Clause in Contracts

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 On and after the fourth anniversary of the Securities Purchase Agreement has occurreddate of this Agreement, upon ninety (90) days prior written notice (the "during each Call Notice") to the holders of the WarrantsValuation Request Period, the Company SEM shall have the right to call and require such holders to sell send a written notice to the Company all (with a copy to Dignity and WCAS) requesting that the Company engage an Investment Bank to determine the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) (each, a “Call Valuation Request”). Following delivery of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeValuation Request, the Company shall have complied instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Call Price Per Interest in accordance with Section 1(a9.3(e). During the ten (10) hereinday period following SEM’s, Dignity’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e), SEM may elect, in its sole and absolute discretion, to purchase from the Class A Members, Class B Members and Class C Members all or less than all of such Members’ Company Interests at a price per interest equal to the Call Price Per Interest (each, a “Call Exercise”); provided that if SEM shall purchase less than all of the Company Interests in connection with any Call Exercise, SEM shall purchase the same relative proportion of each such Member’s Company Interests. Any Call Exercise shall be made by delivery during such ten (10) day period of a written notice by SEM to the Class A Members, Class B Members and Class C Members (each, a “Call Exercise Notice”), which Call Exercise Notice shall comply indicate the number of Company Interests that SEM wishes to purchase from such Members. In connection with Section 14 below each Call Exercise, (x) SEM shall purchase, and the applicable Members shall specify sell, the date for applicable Company Interests no later than forty five (45) days following delivery of the applicable Call Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods determined in SEM’s sole and absolute discretion: (A) wire transfer of immediately available funds, (B) the issuance of shares of SEM Common Stock (valued at the 21 trading day volume-weighted average sales price of such Warrants. The purchase price shares for the period beginning ten (10) trading days immediately preceding the first public announcement of the Call Exercise and ending on the tenth (10th) trading day immediately following such announcement) or (C) a combination thereof; provided that each called warrant shall be the Exercise Price Class A Member, Class B Member and Class C Member shall be paid within two in the same relative mix of cash and SEM Common Stock. Each Member hereby acknowledges that the issuance of any shares of SEM Common Stock that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws (2) Business Days of the receipt other than as required by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant9.3(d)).

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event the Common Stock of Default as described in ----------- the Company has been listed on the Nasdaq SmallCap Market or National Market or any national securities exchange pursuant to Section 9 4d of the Securities Purchase Agreement, during the first three years from the date of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the WarrantsWarrants issued pursuant to the Securities Purchase Agreement, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares Common Stock on the Nasdaq SmallCap or National Market or any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are Common Stock is then listed or quoted, equals or exceeds seven dollars ($3.00 7.00) for twenty ten (2010) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares Common Stock for such twenty ten trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in Common Stock purchasable upon exercise of the Settlement Agreement referred to in the Securities Purchase Agreement) Warrants have been registered for resale resale, in accordance with the Registration Rights Agreement, pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) 2 herein. Any such notice Call Notice shall comply with Section 14 below 14.2 above and shall specify the date for purchase of such Warrants. The purchase price for each called warrant Warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 814.10, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares Stock during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the The Company shall have the right to call and ----------- require such holders the Holder(s) of this Warrant to sell to the Company all of such holderHolder's Warrants then outstanding at on the termination of such ninety date that is (90) day period if: days after the date on which written notice is given by the Company to the record Holder(s) of this Warrant of the Company's intent to exercise such call right if (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 7.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 50,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrantsthis Warrant. The purchase price for each called warrant Warrant shall be an amount equal to (A)(x) the average closing sale price of the Company's American Depositary Shares on the principal national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted during the twenty trading day period prior to the date of purchase of this Warrant, multiplied by (y) the number of Ordinary Shares issuable upon the exercise of this Warrant, minus (B) the aggregate Exercise Price and payable upon the exercise of this Warrant in full. The purchase price shall be paid within two (2) Business Days of the receipt by the Company by wire transfer of each Warrantimmediately available funds to an account designated by the Holder of this Warrant against delivery by such Holder of this Warrant to the Company for cancellation free and clear of all encumbrances. Notwithstanding anything else contained in this Section 8, the holder Holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 On and after the fifth anniversary of the Securities Purchase Agreement has occurreddate of this Agreement, upon ninety (90) days prior written notice (the "during each Call Notice") to the holders of the WarrantsValuation Request Period, the Company SEM shall have the right to call and require such holders to sell send a written notice to the Company all (with a copy to WCAS) requesting that the Company engage an Investment Bank to determine the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) (each, a “Call Valuation Request”). Following delivery of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeValuation Request, the Company shall have complied instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Call Price Per Interest in accordance with Section 1(a9.3(e). During the ten (10) hereinday period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e), SEM may elect, in its sole and absolute discretion, to purchase from the Class A Members and Class B Members all or less than all of such Members’ Company Interests at a price per interest equal to the Call Price Per Interest (each, a “Call Exercise”); provided that SEM shall purchase the same relative proportion of each such Member’s Company Interests in connection with any Call Exercise. Any Call Exercise shall be made by delivery during such ten (10) day period of a written notice by SEM to the Class A Members and Class B Members (each, a “Call Exercise Notice”), which Call Exercise Notice shall comply indicate the number of Company Interests that SEM wishes to purchase from such Members. In connection with Section 14 below each Call Exercise, (x) SEM shall purchase, and the applicable Members shall specify sell, the date for applicable Company Interests no later than forty five (45) days following delivery of the applicable Call Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods determined in SEM’s sole and absolute discretion: (A) wire transfer of immediately available funds, (B) the issuance of shares of SEM Common Stock (valued at the 21 trading day volume-weighted average sales price of such Warrants. The purchase price shares for the period beginning ten (10) trading days immediately preceding the first public announcement of the Call Exercise and ending on the tenth (10th) trading day immediately following such announcement) or (C) a combination thereof; provided that each called warrant shall be the Exercise Price Class A Member and Class B Member shall be paid within two in the same relative mix of cash and SEM Common Stock. Each Member hereby acknowledges that the issuance of any shares of SEM Common Stock that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws (2) Business Days of the receipt other than as required by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant9.3(d)).

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 19331993, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "“Call Notice"”) to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's ’s Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's ’s American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's ’s American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's ’s American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 15 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the The Company shall have the right to call the exercise of all, or the remaining portion of this Warrant outstanding and require such holders to sell to the Company all of such holder's Warrants then outstanding unexercised at the termination of such ninety (90) day period if: (i) then-current Exercise Price at any time after the closing sale price effective date of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which ’s Uplisting (the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) “Call Condition”). In the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives event the Call NoticeCondition is satisfied and the Company desires to exercise its call rights under this Section 17, the Company shall deliver a notice to each registered Holder of the Warrants setting forth the number of Warrants held by Holder being called for exercise (the “Call Amount”) and the dollar amount due to exercise the Warrants (the “Call Notice”). Each Holder shall have complied with Section 1(afifteen (15) herein. Any such notice shall comply with Section 14 below and shall specify calendar days from the date for purchase receipt of such Warrantsthe Call Notice to exercise the Call Amount of the Warrants (the “Call Period”). The purchase price for each called warrant shall be date on which the Call Amount is exercised is referred to herein as the “Forced Exercise Price and shall be paid within two (2) Business Days Date.” Upon the expiration of the receipt by the Company Call Period, any remaining portion of each Warrantthis Warrant which had been called but remained unexercised shall automatically expire. Notwithstanding anything else contained herein to the contrary, (a) in connection with the Company’s exercise of its call rights under this Section 817, the holder Maximum Percentage limitation on exercise set forth in Section 12 herein shall not apply; and (b) if, after the call right under this Section 17is exercised, the stated Expiration Date of this Warrant would occur prior to the last day of the Call Period, the “Expiration Date” hereof shall be entitled extended to exercise last day of the Call Period solely to the extent necessary to enable this Warrant and sell to be exercised for the underlying Warrant Shares during such ninety (90) day period in accordance with Call Amount on the terms of this WarrantForced Exercise Date.