Common use of Call Option Clause in Contracts

Call Option. The Company shall have the right, subject to satisfaction of the conditions in this Section 12, to cause the exercise of this Warrant (“Forced Exercise”). The Company shall deliver prior written notice to the Holder at least ten (10) Trading Days (“Forced Exercise Notice”) prior to the effective date of such Forced Exercise (the “Forced Exercise Effective Date”). In order to effectuate a Forced Conversion, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 250% of the Exercise Price; (iv) the trading volume of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the ten (10) Trading Days prior to the Forced Exercise Effective Date pursuant to the terms of this Warrant.

Call Option. The Company SMW GP shall have the rightright (the "Call Option"), subject exercisable at any time in SMW GP's sole and absolute discretion upon written notice to satisfaction LB LP (the "Call Notice"), to require LB GP and LB LP to sell all (but not less than all) of their Partnership Interests to the conditions in this Section 12Partnership, and to cause the exercise Partnership to purchase for cash all (but not less than all) of this Warrant (“Forced Exercise”). The Company shall deliver prior written notice LB GP and LB LP's Partnership Interests, for a purchase price equal to the Holder at least ten (10) Trading Days (“Forced Exercise Notice”) prior to the effective date of such Forced Exercise (the “Forced Exercise Effective Date”). In order to effectuate a Forced Conversion, the following conditions shall be satisfied LB GP and LB LP's aggregate Undistributed Class A Capital and Undistributed Class A Preference Amount as of the Forced Exercise Effective Date: date of the Call Option Closing (the "Call Price"), provided that if the Call Option Closing is prior to 30 days from the date of delivery to the Partnership of the Interstate Stock certificates owned by the Partnership then the Call Price shall be decreased by the Discount Amount set forth on Exhibit C. Within thirty (30) days after the delivery of the Call Notice, the Partnership shall pay the Call Price to LB LP (the "Call Option Closing"). Upon payment of the Call Price in full, LB GP and LB LP's Partnership Interests and all rights in respect thereof shall immediately, without any action on the part of LB GP or LB LP, cease to exist. The Partners acknowledge and agree that SMW GP shall be permitted to cause the Partnership to fund the Call Price by, among other things, (i) no Event of Default shall have occurred or exist under any security the Partnership selling shares of the Company held by the Holder; Interstate Stock in a registered or unregistered resale, (ii) the Company shall be subject to Partnership incurring indebtedness for borrowed money by obtaining loans on margin secured by the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; Interstate Stock or by obtaining loans from SMW LP, or (iii) the VWAP Partnership requesting additional Capital Contributions from only SMW LP. The Partners further acknowledge and agree that SMW GP is authorized and empowered, on behalf of the Common Stock during Partnership, to consummate the transactions contemplated by this Section 11.8 and to execute any and all documents deemed by SMW GP reasonable and appropriate for such transactions, its execution of any such documents or taking any such actions being evidence of the reasonableness and the appropriateness thereof. SMW GP and SMW LP shall jointly and severally indemnify and hold harmless each of the ten LP GP and LB LP and their respective officers, directors, successors, transferees and assigns from and against any and all claims, losses, damages, costs, fees and expenses (10including court costs and reasonable attorneys' fees and expenses) Trading Days prior resulting from, arising out of or related to the Forced Exercise Effective Date Call Option; provided, however, that such indemnification shall equal or exceed 250% be limited to the respective Capital Account of SMW GP and SMW LP as of the Exercise Price; (iv) date of this Agreement. Upon written request by LB GP given at any time after the trading volume three-month anniversary of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date date hereof, SMW GP shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) use all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right commercially reasonable efforts to exercise this Warrant during the ten (10) Trading Days prior to Call Option and consummate the Forced Exercise Effective Date pursuant to the terms of this Warranttransactions contemplated thereby.

Call Option. The Company Subject to Section 12.5, the Existing Shareholders shall have the righttogether have, subject to satisfaction in respect of the conditions in this Section 12each Holder, to cause the exercise of this Warrant (“Forced Exercise”). The Company shall deliver prior written notice to the Holder at least ten (10) Trading Days (“Forced Exercise Notice”) prior to the effective date of such Forced Exercise an option (the “Forced Exercise Effective DateCall Option”). In order , exercisable during the period commencing on the date that is six (6) months after the Closing Date and ending on the date that is eighteen (18) months after the Closing Date (the “Call Exercise Period”), to effectuate a Forced Conversionrequire such Holder to sell all, the following conditions shall be satisfied as but not less than all, of the Forced Exercise Effective Date: Series A Preferred Shares (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 250% of the Exercise Price; (iv) the trading volume of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) and/or all of the Warrant Ordinary Shares issued upon conversion of the Series A Preferred Shares, if any) then held by such Holder, at a per Share price equal to the Buyback Price. The Existing Shareholders may exercise the Call Option by jointly giving the relevant Holder and the Company a written notice (the “Call Notice”), at any time during the Call Exercise Period, setting forth the Existing Shareholders’ intention to exercise the Call Option in whole in respect of such Holder. A transfer of Shares pursuant to an exercise of such option shall be completed within ninety (90) days after the date of the Call Notice at such reasonable place and time as may be agreed between the Existing Shareholders and the Holder. The number of Shares to be purchased by the Existing Shareholders pursuant to each exercise of option under this Warrant are called by Section 12.1 shall be allocated proportionately among Happy Indian and Arctic Spring based on a ratio of 80:20 (or such other basis as the Company for Existing Shareholders may notify the Holders in writing from time to time). Following the delivery of a Forced Exercise Call Notice, the relevant Holder shall use reasonable best efforts to perform all further acts and things, and execute and deliver such Warrant Shares further documents as the Existing Shareholders may reasonably require or as may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option required by Law to utilize its cashless exercise rights in this Warrant with respect implement and/or give effect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with transfer contemplated under this Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the ten (10) Trading Days prior to the Forced Exercise Effective Date pursuant to the terms of this Warrant12.2.

Call Option. The In the event that, immediately following the consummation of the Tender Offer and after giving effect to the purchase by the Company of all shares of Common Stock validly tendered and not withdrawn in the Tender Offer, the Common Shares and the Proman Co-Sale Shares amount to less than fifty-one percent (51%) of the Fully Diluted Shares Outstanding, then the Buyer shall have an option (the right“Call Option”) to purchase, subject at a price per share equal to satisfaction the Per Share Price, such additional number of shares of Common Stock (the “Call Option Shares”) as are necessary for the previously issued Common Shares plus the Proman Co-Sale Shares plus the Call Option Shares to equal fifty-one percent (51%) of the conditions in this Section 12Fully Diluted Shares Outstanding (as defined below), to cause taking into account the exercise issuance of this Warrant (“Forced Exercise”)the Call Option Shares. The Company Call Option shall be exercisable for a period of five (5) Business Days beginning on the eleventh (11th) Business Day following the Expiration Date. If the Buyer wishes to exercise the Call Option, the Buyer shall deliver prior written notice to the Holder at least ten Company, on or prior to 5:00 p.m., New York City time, on the fifteenth (1015th) Trading Days Business Day following the Expiration Date, a written, unconditional, and irrevocable notice (the “Forced Call Exercise Notice”) prior exercising the Call Option. The closing of the purchase and sale of the Call Option Shares shall occur on the third (3rd) Business Day following the Company’s receipt of the Call Exercise Notice or on such other date mutually agreed to by the Buyer and the Company. At the closing of the purchase and sale of the Call Option Shares, the Buyer shall deliver to the effective date Company the aggregate purchase price for the Call Option Shares, by wire transfer of such Forced Exercise (immediately available funds in accordance with the “Forced Exercise Effective Date”). In order to effectuate a Forced ConversionCompany’s written wire instructions, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) and the Company shall be subject deliver to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP Buyer a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to issue the Call Option Shares in the form of book-entry restricted shares in the name of the Buyer and to deliver a statement to the Buyer reflecting the share amount and the restrictions on the shares. Unless the context otherwise requires, all references herein to the Common Shares shall be read to include the Call Option Shares. As used in this Agreement, “Fully Diluted Shares Outstanding” means the aggregate number of shares of Common Stock during each outstanding, plus the aggregate number of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 250% shares of the Exercise Price; (iv) the trading volume of the Common Stock during each issuable upon the exercise or conversion of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder otherwise pursuant to any and all options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, Common Stock, or contracts, commitments, understandings or arrangements by which the Forced ExerciseCompany is or may become bound to issue additional Common Stock or options, (v) the Warrant Shares may be immediately delivered warrants, scrip, rights to the Holder via DWAC subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, Common Stock, in each case other than pursuant to the delivery obligations in this Warrant; (vi) all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (Agreement or any other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the ten (10) Trading Days prior to the Forced Exercise Effective Date pursuant to the terms of this WarrantTransaction Document.

Call Option. The Company shall have 11.1. At any time or from time to time following the right, subject to satisfaction close of the conditions in this Section 122009 Offering, to cause the exercise of this Warrant (“Forced Exercise”). The Company shall deliver prior Company, at its option, may, upon written notice to the Registered Holder (the “Call Notice”), call up to one hundred percent (100%) of the Warrants held by such Holder if (i) the Common Stock underlying the Warrants (the “Warrant Shares”) is registered pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission, and (ii) the closing sale price of the Common Stock on the NYSE-AMEX is at least or above $6.00 per share for ten (10) Trading Days (“Forced Exercise Notice”) prior to consecutive trading days during which the effective date of average trading volume for such Forced Exercise (the “Forced Exercise Effective Date”). In order to effectuate a Forced Conversion, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to day period is at least 40,000 Shares. To be effective, the Forced Exercise Effective Date shall equal or exceed 250% of Call Notice must be given within fifteen (15) business days after the Exercise Price; (iv) the trading volume of the Common Stock during each of the aforementioned ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder day period. The rights and privileges granted pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the such Warrant Shares may be resold subject to the Call Notice terminate if this Warrant is not exercised by the Registered Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of in accordance with the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the Call Notice within ten (10) Trading Days prior business days after the Call Notice is received by such Holder (the “Call Exercise Period”). In the event that this Warrant is not exercised by the Registered Holder with respect to the Forced Exercise Effective Date pursuant Warrant Shares subject to the terms Call Notice within the Call Exercise Period, this Warrant shall automatically expire at 5:00 p.m. eastern time on the last day of the Call Exercise Period and the Company will remit to the Registered Holder ten cents ($.10) per Warrant Share and a new Warrant Certificate representing the number of Warrant Shares, if any, with respect to which this WarrantWarrant has not been exercised or subject to a Call Notice upon such Holder tendering to the Company the expired Warrant Certificate.

Call Option. The Company shall have Subject to this Section 8.7, Seller may sell its interest in the right, subject to satisfaction real estate and other assets comprising the Option Centers (or one of the conditions Option Centers) to an unaffiliated third-party in this Section 12a bona fide, arms-length transaction, provided that either (i) the transfer of title pursuant to cause the exercise of this Warrant such sale occurs (“Forced Exercise”). The Company shall deliver prior written notice to the Holder at least ten (10A) Trading Days (“Forced Exercise Notice”) on or prior to the effective first anniversary of the Closing Date or (B) on or prior to the ninetieth (90th) day after the first anniversary of the Closing Date if Seller shall have entered into a bona fide, arms-length agreement no later than 90 days prior to the first anniversary of the Closing Date or (ii) Seller enters into an agreement with respect to such sale after the expiration of the Option Exercise Period. If, after six (6) months from the Closing Date, Seller enters into a written agreement to facilitate such a sale prior to the commencement of the Option Exercise Period, Seller shall notify Buyer, which notice shall state which Option Center has been sold and projected closing date. If either or both of the Option Centers shall remain unsold at the expiration of the period commencing on the Closing Date and ending on the first anniversary thereof (or if as of such date Seller is party to a written agreement to sell the Option Centers, the earlier of (y) the date 90 days after the first anniversary of the Closing Date and (z) the date of the termination of such Forced Exercise written agreement) (such period, which the parties acknowledge may be different for each Option Center, the “Third-Party Sale Period”) or continue to be owned by Seller or one of its Affiliates, Buyer shall have an option to acquire the unsold Option Center(s) (the “Forced Exercise Effective DatePurchase Option”). In order to effectuate a Forced Conversion, on the following conditions shall be satisfied as terms (for purposes of the Forced Exercise Effective Date: (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 250% of the Exercise Price; (iv) the trading volume of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to clauses (a) Rule 144 through (c) below, unless the context requires a different interpretation, the term “Option Center” shall refer to the Option Center or other Centers which shall not have been sold to unaffiliated third-party purchaser during the Third-Party Sale Period and, for purposes of this Section 8.7, “Seller” shall mean Seller or the applicable exemption from registration) or (b) an effective non-stale registration statement Subsidiary of Seller as owner of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the ten (10) Trading Days prior to the Forced Exercise Effective Date pursuant to the terms of this Warrant.Option Centers):

Call Option. The Company shall have By acceptance of these Securities, the rightHOLDER ----------- hereby grants to the ISSUER the option ("CALL OPTION"), subject in whole or in part and in one or more transactions, for a period beginning ONE HUNDRED TWENTY DAYS FOLLOWING THE CLOSING DATE to satisfaction repurchase any outstanding portion of the conditions Securities plus accrued dividends, in this Section 12, to cause the exercise of this Warrant whole or in part at ONE HUNDRED PERCENT (“Forced Exercise”)100%) OF THE STATED VALUE PLUS ACCRUED DIVIDENDS (THE "REPURCHASE PRICE") payable in cash. The Company shall deliver prior Call Notice must be sent to the HOLDER via telecopy transmission (with written notice to the Holder at least ten (10) Trading Days (“Forced Exercise Notice”) prior to registered address of the effective date of such Forced Exercise (the “Forced Exercise Effective Date”HOLDER by overnight courier). In order to effectuate a Forced Conversion, Upon receipt by the following conditions shall be satisfied as HOLDER of the Forced Exercise Effective Date: Call Notice, HOLDER will have FIVE (i5) no Event of Default shall have occurred NASDAQ TRADING DAYS to convert the Securities or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to this Call provision. Delivery of Repurchase Funds and Escrow Fees from the filing requirements under CORPORATION and delivery of all called original Securities from the Securities and Exchange Act of 1934 and HOLDER must be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 250% of the Exercise Price; (iv) the trading volume of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder Escrow Agent who shall initially be Xxxx Xxxxxxxxxxx, Barrister & Solicitor, 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX, L4K- 3R5, Canada ("ESCROW"), who shall act as Escrow in this regard within TWENTY (20) NASDAQ TRADING DAYS FROM THE RECEIPT OF THE CALL NOTICE. Escrow shall, immediately upon receipt of the Call Notice and the Repurchase Price from CORPORATION and these Securities from HOLDER, deliver the Repurchase Monies and any replacement Securities if this Call Option is exercised in part to the HOLDER in accordance with HOLDER's instructions and will deliver the Securities to the CORPORATION pursuant to CORPORATION's or its assignee's instructions. If the Forced ExerciseRepurchase Monies are not received by Escrow within Twenty (20) NASDAQ trading days from issuance of Call Notice by CORPORATION, (v) Escrow shall return the Warrant Shares may be immediately delivered Securities so received to the Holder via DWAC pursuant transmitting party. Failure by the CORPORATION to deliver the delivery obligations in this Warrant; (vi) all Repurchase Monies within the specified time shall be deemed to be constructive cancellation of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of Call Notice. If the Securities Act are not received by Escrow within Thirty (30) NASDAQ trading days from issuance of 1933 at Call Notice by CORPORATION and Escrow has received the time of exercise and covers Repurchase Monies from the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the ten (10) Trading Days prior to the Forced Exercise Effective Date pursuant to the terms of this Warrant.CORPORATION within Twenty

Call Option. The Company shall have 2.1. At any time or from time to time following the right, subject to satisfaction close of the conditions in this Section 122009 Offering, to cause the exercise of this Warrant (“Forced Exercise”). The Company shall deliver prior Company, at its option, may, upon written notice to the Registered Holder (the “Call Notice”), call up to one hundred percent (100%) of the Warrants held by such Holder if (i) the Common Stock underlying the Warrants (the “Warrant Shares”) is registered pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission, and (ii) the closing sale price of the Common Stock on the NYSE-AMEX is at least or above $6.00 per share for ten (10) Trading Days (“Forced Exercise Notice”) prior to consecutive trading days during which the effective date of average trading volume for such Forced Exercise (the “Forced Exercise Effective Date”). In order to effectuate a Forced Conversion, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to day period is at least 40,000 Shares. To be effective, the Forced Exercise Effective Date shall equal or exceed 250% of Call Notice must be given within fifteen (15) business days after the Exercise Price; (iv) the trading volume of the Common Stock during each of the aforementioned ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder day period. The rights and privileges granted pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the such Warrant Shares may be resold subject to the Call Notice terminate if this Warrant is not exercised by the Registered Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of in accordance with the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall retain the right to exercise this Warrant during the Call Notice within ten (10) Trading Days prior business days after the Call Notice is received by such Holder (the “Call Exercise Period”). In the event that this Warrant is not exercised by the Registered Holder with respect to the Forced Exercise Effective Date pursuant Warrant Shares subject to the terms Call Notice within the Call Exercise Period, this Warrant shall automatically expire at 5:00 p.m. eastern time on the last day of the Call Exercise Period and the Company will remit to the Registered Holder ten cents ($.10) per Warrant Share and a new Warrant Certificate representing the number of Warrant Shares, if any, with respect to which this WarrantWarrant has not been exercised or subject to a Call Notice upon such Holder tendering to the Company the expired Warrant Certificate.

Call Option. The Company shall have the right, subject to satisfaction of the conditions in this Section 12, to cause the exercise of this Warrant (“Forced Exercise”). The Company shall deliver prior written notice to the Holder at least ten (10) Trading Days (“Forced Exercise Notice”) prior to the effective date of such Forced Exercise (the “Forced Exercise Effective Date”). In order to effectuate a Forced Conversion, the following conditions shall be satisfied as of the Forced Exercise Effective Date: (i) no Event of Default shall have occurred or exist under any security of the Company held by the Holder; (ii) the Company shall be subject to the filing requirements under the Securities and Exchange Act of 1934 and be current in all of its filing requirements under the Securities and Exchange Act of 1934; (iii) the VWAP of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 250% of the Exercise Price; (iv) the trading volume of the Common Stock during each of the ten (10) Trading Days prior to the Forced Exercise Effective Date shall equal or exceed 100% of the number of Warrant Shares being delivered to the Holder pursuant to the Forced Exercise, (v) the Warrant Shares may be immediately delivered to the Holder via DWAC pursuant to the delivery obligations in this Warrant; (vi) all of the Warrant Shares under this Warrant are called by the Company for a Forced Exercise and such Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation, (vii) Holder has the option to utilize its cashless exercise rights in this Warrant with respect to the Forced Exercise, and (viii) all of the Warrant Shares may be resold by the Holder pursuant to (a) Rule 144 (or other applicable exemption from registration) or (b) an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation. Notwithstanding anything to the contrary contained in this WarrantArticle V, so long as (i) no Event of Default or Trading Market Prepayment Event shall have occurred and be continuing, (ii) the Borrower has a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Notes, then at any time after the Issue Date, and (iii) the Common Stock is trading at or below $.40 per share, the Holder Borrower shall retain have the right to exercise this Warrant during the right, exercisable on not less than ten (10) Trading Days prior written notice to the Forced Exercise Effective Date Holders of the Notes (which notice may not be sent to the Holders of the Notes until the Borrower is permitted to prepay the Notes pursuant to this Section 5.1), to prepay all of the terms outstanding Notes in accordance with this Section 5.1. Any notice of prepayment hereunder (an "Optional Prepayment") shall be delivered to the Holders of the 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 of the Notes issued on the Issue Date and (2) the date of prepayment (the "Optional Prepayment Notice"). On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) 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. If the Borrower exercises its right to prepay the Notes, the Borrower shall make payment to the holders of an amount in cash (the "Optional Prepayment Amount") equal to either (i) 125% (for prepayments occurring within thirty (30) days of the Issue Date), (ii) 135% for prepayments occurring between thirty-one (31) and sixty (60) days of the Issue Date, or (iii) 145% (for prepayments occurring after the sixtieth (60th) day following the Issue Date), multiplied by the sum of (w) the then outstanding principal amount of this WarrantNote plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2(c) of the Registration Rights Agreement (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the "Optional Prepayment Sum"). Notwithstanding notice of an Optional Prepayment, the Holders shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Notes in accordance with Article I and any portion of Notes so converted after receipt of an Optional Prepayment Notice and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount shall be deducted from the principal amount of Notes which are otherwise subject to prepayment pursuant to such notice. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holders of the Notes within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to redeem the Notes pursuant to this Section 5.1.