Common use of Call Provision Clause in Contracts

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a “Warrant” having a higher Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price. A Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice with respect to any (such lower price the “Warrants” issued Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysReset Price.

Call Provision. IfSubject to the provisions of Section 2(e), at any time commencing four (4Section 2(f) months and this Section 2(g), if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal 20 Trading Market as reported by Bloomberg L.P. exceeds 130% Days out of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (viiii) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingEquity Conditions are then satisfied, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.01 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(g), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants issued pursuant to sale limitations, for the Purchase Agreement in proportion to the amount resale of Warrants held by all such Holders Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect Transaction Documents, and (5) the issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 2(g) shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market of the Common Stock as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement PeriodDate”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iviii) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (viv) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (viv) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personallyDate. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York)) for consideration equal to $0.001 per Warrant Share. In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Termination Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event (i) that during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the principal Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Warrant” having Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price, and (ii) that on the applicable Warrant Share Delivery Date related to an exercise in respect of a higher Call Notice, the one day VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. on the immediately preceding Trading Day does not exceed 140% of the Exercise Price, then the Company shall issue on such Warrant Share Delivery Date additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased shall equal 140% of the Exercise Price. A Call Notice with respect to any “WarrantsTrading Market” issued pursuant to means the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysOTCQB.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “"Measurement Period”"); (ii) the aggregate value of the shares of the Company’s 's common stock traded on its principal Trading Market trading market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there Rule 144 is an effective registration statement under available for the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “"Call Notice”") of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “"Call Date”"), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a “Warrant” having a higher Call Notice, the price of the Company's Common Stock on the trading market falls below the Exercise Price. A Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice with respect to any “Warrants” issued (such lower price the "Reset Price"), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysReset Price.

Call Provision. IfSubject to the provisions of Section 2.5 and this Section 2.6, at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 5 consecutive Trading Days (the “Measurement Period”); ,” which 5 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $5.85 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the execution of the Securities Purchase Agreement) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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 2.6, 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2.5 herein. The Company’s right to call the Warrants under this Section 2.6 shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130150% of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]a portion of the Note principal is still outstanding, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised would result in a purchase price in excess of two times the amount owed on the Note. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 20 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to The Holder may pay for one the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Dayssuch amount.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time commencing four (4) months if after the Initial Effective Date (as defined in 12 month anniversary of the Registration Rights date of the Purchase Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); "MEASUREMENT PERIOD", which period shall not have commenced until after the Effective Date) exceeds $4.00 (the "THRESHOLD PRICE") and (ii) the aggregate value of average daily trading volume for the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Threshold Period exceeds $2,000,000100,000 shares (both adjusted for any stock splits, (iii) there is an effective registration statement under reverse splits and the Securities Act of 1933, as amended covering like occurring after the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingInitial Exercise Date), then the Company may may, within two Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "CALL"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "CALL NOTICE"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as traded on the American Stock Exchange, Inc. (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $2.64 (appropriately adjusted for any time commencing four (4) months stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement)) has been declared effective, the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Holder within one business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole or in part, at a redemption price equal to $1.47 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) all of Warrant Shares issuable upon the VWAP exercise of this Warrant either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock on at all times during the principal Trading Market Notice Period or (B) no longer constitute Registrable Securities (as reported by Bloomberg L.P. exceeds 130% of defined in the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); Registration Rights Agreement): (ii) the aggregate value number of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon the exercise of this Warrant, Warrants included in such notice of redemption does not exceed the cumulative trading volume of the Common Stock on any stock exchange or market on which the Common Stock may then be traded for the thirty (30) consecutive trading days prior to the first day of the Notice Period; (iii) the Company has not issued a warrant redemption notice on any other series of warrants within 60 days of the first day of the Notice Period; and (iv) the Holder first day of such Notice Period is not in possession within 365 days of any information provided by the First Closing Date or within 90 days of the Termination Date. In the event that less than all of the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice Warrants (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants are called pursuant to this Section 2(g) within three (3) Trading Days following 14, any call of less than all the last day Company Warrants shall be on a pro rata basis for each holder of Company Warrants. Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Measurement Notice Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt term “Company Warrants” means a series of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date Warrants of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received like tenor issued by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount and initially covering an aggregate of Warrants held by all such Holders on the date 4,991,434 shares of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysCommon Stock.

Call Provision. If, at any time commencing four (4) months after After the Initial Effective Trigger Date (as defined in herein) and until the Registration Rights Agreement)Termination Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for Company may, within ten (10) consecutive Trading Days (after the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergTrigger Date, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of this Warrant to which such notice applies; provided, however, that in order to exercise such right the Warrants pursuant to this Section 2(g) within three (3) VWAP on the Trading Days following Day immediately preceding the last day of date the Measurement Period. The Company delivers the Call Notice to the Holders must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt exceed the Exercise Price. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice if not delivered personally. On through and including the twentieth Call Date (20thas defined below), then this Warrant will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date of the Call Notice (such date and time, the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of void), unless, from Trigger Date through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company honors in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (2) a registration statement is effective as to all Warrant Shares and the prospectus thereunder available for the sale of all such Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Warrant Shares underlying each twenty Holder’s Warrants. For the purposes of this section 2(f), the “Trigger Date” shall mean the date that is thirty (2030) Trading Daysdays following the public announcement by the Company of the top-line results from the phase 1b clinical trial of LTI-03 in patients with idiopathic pulmonary fibrosis, including a statement that there were no drug-related adverse events that resulted in a discontinuation of the trial.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect Notice, the Holder may, at its election, pay for up to fifty percent (50%) of the Exercise Price for any outstanding “Warrant” issued Warrant Shares purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a “Warrant” having a higher Call Notice, the closing price of the Company’s Common Stock on the Trading Market falls below the Exercise Price. A Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice with respect to any for a period of three consecutive trading days (such lower price the “Warrants” issued Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysReset Price.

Call Provision. IfSubject to the provisions of Section 2(f), at any time commencing four following the ninety (490) months after the day anniversary of Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $0.001 per Warrant Share up to one-half, in the aggregate, 8% of the Warrant Shares issuable upon full aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). To exercise of this Warrant. The right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30) day following the Payment Date (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will the Company shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect 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 Beneficial Ownership Limitation. A provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysExercise.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion Holder, and (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, and (5) the issuance of all Warrant Shares subject to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be given to a “Warrant” having a higher exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 [300]% of the then Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(c), at any time commencing four if, no earlier than 90 Trading Days following the most recent exercise or cancellation of an Incremental Warrant (4) months after the Initial Effective Date (as defined in the Registration Rights Agreementeach, a “Funding Date”), (i) the VWAP of the Common Stock on (as defined in the principal Trading Market as reported by Bloomberg L.P. exceeds 130% Note) for each of the Exercise Price in effect for ten (10) consecutive 90 Trading Days (the “Measurement Period”,” which 90 consecutive Trading Day period shall not have commenced until after the applicable Funding Date) is greater than the quotient of (x) the Conversion Price then in effect divided by (y) 130% (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the initial issuance date of this Incremental Warrant); , (ii) the aggregate value trading volume of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) on the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default Principal Market (as defined in the Note issued pursuant to Note) for such Measurement Period exceeds $2,000,000 per Trading Day, (iii) the Incremental Conversion Shares (as defined in the Purchase Agreement) which are registered for resale pursuant to an effective registration statement, (iv) there has not been timely cured an Equity Conditions Failure (as defined in the Note), (v) the Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement is sufficient to reserve the Current Reserve Amount (as defined in the Purchase Agreement), (vi) the Stockholder Approval (as defined in the Purchase Agreement) has been obtained and (vii) the aggregate principal value of the outstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or an event which with the passage of time or giving notice could become an Event of Default is pendingequal to $1,000,000, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Incremental Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per the Note(s) and the Common Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise or cancellation of this Incremental Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Incremental Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Incremental Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Incremental Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notice of Exercise Notices with respect to Notes subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all of the Incremental Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant Notes subject to such Call Notice prior to reducing the remaining Notes available for purchase under this Incremental Warrant. Subject again to the Purchase Agreement in proportion provisions of this Section 2(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the amount of Warrants held by all such Holders on contrary set forth in this Incremental Warrant, the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before Company may not deliver a Call Notice may be given to a “Warrant” having a higher Exercise Price. A or require the cancellation of this Incremental Warrant (and any such Call Notice with respect to any “Warrants” issued pursuant to shall be void), unless, from the Purchase Agreement may not be given more frequently than one beginning of the Measurement Period through the Call Date, (1) time the Company shall have honored in accordance with the terms of this Incremental Warrant all Notice of Exercises delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Incremental Conversion Shares (as defined in the Purchase Agreement) and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of sale limitations, for the resale of all such Incremental Conversion Shares, (3) the Common Stock shall be listed or quoted for trading on the Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as defined in the Purchase Agreement) under the Transaction Documents, and (5) the issuance of all Notes subject to a Call Notice shall not cause a breach of any provision of Section 2(c) herein. The Company’s right to call the Incremental Warrants under this Section 2(c)(iv) shall be exercised ratably among the Holders based on each twenty (20) Trading Days.Holder’s initial purchase of

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ) exceeds 200% of the initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Purchase Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationor any of its officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (v1) [reserved]Trading Day of the end of such Measurement Period, call for cancellation of all, and (vi) no Event only all, of Default (as defined in the Note Warrants issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. IfSubject to the provisions hereof, at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Issuance Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”) exceeds $0.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like, including proportional adjustments lower if the Exercise Price is lowered); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar trading volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending50,000 per Trading Day, then the Company may may, call for cancellation of that all or any portion of this Warrant for which an a Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .00001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York CityCity time) on the fifteenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Securities subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant Securities, (B) a Call Notice pertains to of the 75 Warrant Securities, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Securities will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 of the Warrant Securities 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 of the Warrant Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered an Exercise Notice. Notwithstanding anything to Section 2(a) would cause 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 Holder Call Notice shall be void), unless, from the end of the Measurement Period through the Call Date, a Registration Statement shall be effective as to exceed all Warrant Securities and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Warrant Securities. The Company’s right to call the Warrants under this Section 2(e) shall be exercised ratably among the Holders based on the date each Holder’s initial purchase of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten thirty (1030) consecutive Trading Days (the “Measurement Period”); ): (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0003500,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, or the Warrant Shares subject to the Call Notice will immediately upon exercise pursuant to Section 2(b) be salable pursuant to Rule 144 without further restrictions including volume and manner of sale restrictions (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) [reserved], and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 3.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) 12 within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than [ ]% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than [ ]% of the Initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar volume for such Measurement Period exceeds $2,000,000, [ ] per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. If, at any time commencing four In the event that both of the following conditions are met (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement“Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% for each of the Exercise Price in effect for ten (10) consecutive Trading Days business days, equals or exceeds three (3) times the “Measurement Period”Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is Warrant Shares are subject to an effective registration statement under (“Registration Statement”) filed with the Securities Act of 1933& Exchange Commission. If the Call Conditions are satisfied concurrently, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, within thirty (v30) [reserved]calendar days of such day, and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this the remaining Warrant Shares for which an a Notice of Exercise Notice Form has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the registered Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Notice of Exercise Form for which an Exercise any portion of this Warrant subject to such Call Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. Company within thirty (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York30) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on calendar days after the date of the Call Notice Notice, then such portion shall be forfeited in its entirety without giving effect payment or consideration to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysregistered Holder.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then-effective Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,00050,000 shares per Trading Day (adjusted for any stock splits etc.), (iii) there a Registration Statement is an effective registration statement under the Securities Act of 1933, as amended covering for the resale of all of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares, and (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given 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(f), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (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 the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions hereof, at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Issuance Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”) exceeds $0.17 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like, including proportional adjustments lower if the Exercise Price is lowered); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar trading volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending50,000 per Trading Day, then the Company may may, call for cancellation of that all or any portion of this Warrant for which an a Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .00001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York CityCity time) on the fifteenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Securities subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant Securities, (B) a Call Notice pertains to of the 75 Warrant Securities, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Securities will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 of the Warrant Securities 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 of the Warrant Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered an Exercise Notice. Notwithstanding anything to Section 2(a) would cause 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 Holder Call Notice shall be void), unless, from the end of the Measurement Period through the Call Date, a Registration Statement shall be effective as to exceed all Warrant Securities and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Warrant Securities. The Company’s right to call the Warrants under this Section 2(e) shall be exercised ratably among the Holders based on the date each Holder’s initial purchase of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time commencing four (4) months if after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of 10 consecutive Trading Days (the Common Stock on "Measurement Period", which period shall not have commenced until after the principal Trading Market as reported by Bloomberg L.P. Effective Date) exceeds 130% of the Exercise Price in effect for ten (10subject to adjustment as set forth herein) consecutive Trading Days (the “Measurement Period”"Threshold Price"); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within five Trading Days of the end of such period, call for cancellation redemption of that all or any portion of this Warrant for $0.01 per share (the "Call Price") for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten five (105) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0001,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half100%, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 250% of the then Exercise Price and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given 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(f), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (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 the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(c), at any time commencing four if, no earlier than 10 Trading Days following the date on which the Ordinary Shares issued or issuable upon conversion of the Notes are registered for resale pursuant to an effective registration statement) (4) months after the Initial Effective Date (as defined in the Registration Rights Agreementeach, a “Funding Date”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive 15 Trading Days (the “Measurement Period”,” which 15 consecutive Trading Day period shall not have commenced until after the applicable Funding Date) exceeds $0.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000350,000 per Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale aggregate principal value of the shares of Common Stock issuable upon exercise of this Warrantoutstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or equal to $1,250,000, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default Incremental Conversion Shares (as defined in the Note issued Purchase Agreement) are registered for resale pursuant to an effective registration statement or are eligible for resale under Rule 144 without volume or manner-of-sale restrictions, (v) there has not been an Equity Conditions Failure (as defined in the Note) and (vi) the Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement is sufficient to reserve the Current Reserve Amount (as defined in the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending), then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Incremental Warrant for which an Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares Note(s) issuable upon full exercise or cancellation of this Incremental Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation ), indicating therein the portion of the Warrants pursuant unexercised portion of this Incremental Warrant to this Section 2(g) within three (3) Trading Days following which such notice applies. If the last day of conditions set forth below for such Call are satisfied from the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Incremental Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Incremental Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notice of Exercise Notices with respect to Notes subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all of the Incremental Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant Notes subject to such Call Notice prior to reducing the remaining Notes available for purchase under this Incremental Warrant. Subject again to the Purchase Agreement in proportion provisions of this Section 2(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the amount of Warrants held by all such Holders on contrary set forth in this Incremental Warrant, the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before Company may not deliver a Call Notice may be given to a “Warrant” having a higher Exercise Price. A or require the cancellation of this Incremental Warrant (and any such Call Notice with respect to any “Warrants” issued pursuant to shall be void), unless, from the Purchase Agreement may not be given more frequently than one beginning of the Measurement Period through the Call Date, (1) time the Company shall have honored in accordance with the terms of this Incremental Warrant all Notice of Exercises delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Incremental Conversion Shares (as defined in the Purchase Agreement) and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of sale limitations, for the resale of all such Incremental Conversion Shares, (3) the Ordinary Shares shall be listed or quoted for trading on the Principal Market, and (4) there is a sufficient number of authorized shares of Ordinary Shares for issuance of all Securities (as defined in the Purchase Agreement) under the Transaction Documents, and (5) the issuance of all Notes subject to a Call Notice shall not cause a breach of any provision of Section 2(c) herein. The Company’s right to call the Incremental Warrants under this Section 2(c)(iv) shall be exercised ratably among the Holders based on each twenty (20) Trading DaysHolder’s initial purchase of Incremental Warrants.

Call Provision. If, at any time commencing four In the event that both of the following conditions are met (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement“Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% for each of the Exercise Price in effect for ten (10) consecutive Trading Days trading days, equals or exceeds two (2) times the “Measurement Period”Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is Warrant Shares are subject to an effective registration statement under (“Registration Statement”) filed with the Securities Act of 1933& Exchange Commission. If the Call Conditions are satisfied concurrently, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, within thirty (v30) [reserved]calendar days of such day, and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this the remaining Warrant Shares for which an a Notice of Exercise Notice Form has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the registered Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Notice of Exercise Form for which an Exercise any portion of this Warrant subject to such Call Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. Company within thirty (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York30) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on calendar days after the date of the Call Notice Notice, then such portion shall be forfeited in its entirety without giving effect payment or consideration to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysregistered Holder.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Resale Shelf Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Resale Shelf Effective Date) exceeds $6.23 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000300,000 per Trading Day, and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given 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(f), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (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 Warrant Shares, and (5) the date issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement PeriodDate”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iviii) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (viv) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (viv) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personallyDate. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York)) for consideration equal to $0.001 per Warrant Share. In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event (i) that during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Warrant” having Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price, and (ii) that on the applicable Warrant Share Delivery Date related to an exercise in respect of a higher Call Notice, the one day VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. on the immediately preceding Trading Day does not exceed 140% of the Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to , then the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysCompany shall issue on such Warrant Share Delivery Date additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased shall equal 140% of the Exercise Price.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $0.771 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), the Company may deliver subsequent Call 1 200% of the then Exercise Price. 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect Transaction Documents, and (5) the issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfNotwithstanding any other provision contained in this Warrant to the contrary, at in the event that the closing bid price per share of Common Stock as traded on the Nasdaq Global Market or the Nasdaq Capital Market (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $9.64 (appropriately adjusted for any time commencing four (4) months stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement)) has been declared effective, the Company, upon ten (10) days prior written notice (the "Notice Period") given to the Warrantholder within one Business Day immediately following the end of such twenty (20) trading day period, may demand that the Warrantholder exercise its cash exercise rights hereunder, and the Warrantholder must exercise its rights hereunder prior to the end of the Notice Period; provided that (i) the VWAP Company simultaneously gives a similar notice to all holders of the Common Stock on the principal Trading Market Company Warrants (as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”defined below); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default are registered pursuant to an effective Registration Statement (as defined in the Note issued pursuant to the Purchase Registration Rights Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant suspended and for which an Exercise no stop order is in effect, and pursuant to which the Warrantholder is able to sell such shares of Common Stock at all times during the Notice has not yet been delivered as of the date of the Call Notice Period or (B) no longer constitute Registrable Securities (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregateRegistration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. If such exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Notice Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as reported by such exchange or stock market on which the Common Stock may then be listed or by such reporting service on which such quotations may be published equals or exceeds $2.50 (appropriately adjusted for any time commencing four (4) months stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective and for at least fifteen (15) trading days during such twenty-day period either (A) the Registration Statement has been available for resales of the shares of Common Stock issuable hereunder, or (B) such shares no longer constitute Registrable Securities (as defined in the Registration Rights Agreement), the Company, upon thirty (i30) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days days prior written notice (the “Measurement Notice Period”); ) given to the Warrantholder within one business day immediately following the end of such twenty (ii20) trading day period, may demand that the aggregate value Warrantholder exercise its right to exercise this Warrant for cash as provided hereunder, and the Warrantholder must exercise such rights prior to the end of the shares Notice Period; provided that the Company simultaneously gives a similar notice to all holders of the Company’s common stock traded on its principal Trading Market Company Warrants (as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, defined below). So long as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warranthereunder constitute Registrable Securities, (iv) in the Holder event that at any time during the Notice Period a Registration Statement is not in possession effective and available for resales of any information provided by such shares, the Company Notice Period shall be extended for a number of days equal to the number of days for which such Registration Statement was not so effective and available; provided, however, that constitutes material nonpublic information, (v) [reserved], and (vi) no Event if the Registration Statement is not available for resales of Default such shares as a result of an Updating Delay (as defined in the Note issued pursuant to the Purchase Registration Rights Agreement) which has not been timely cured or an event which with first occurring during the passage of time or giving notice could become an Event of Default is pendingNotice Period, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as Period shall include the first two days of the date such Updating Delay; provided, further that the Notice Period shall not include any subsequent Updating Delay. If such cash exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantPeriod. The Company shall deliver to the Holder a written Any notice (a “Call Notice”) of any call for cancellation of the Warrants given pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice 19 shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrantfacsimile and overnight air courier, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysreturn receipt requested.

Call Provision. IfNotwithstanding any other provision contained in this Warrant to the contrary, at in the event that the closing bid price per share of Common Stock as traded on the American Stock Exchange (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $6.50 (appropriately adjusted for any time commencing four (4) months stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for any twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement)) has been declared effective, the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Warrantholder within one (1) business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole but not in part, at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the VWAP of the Common Stock Company simultaneously calls all Company Warrants (as defined below) on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); same terms, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default are registered pursuant to an effective Registration Statement (as defined in the Note issued pursuant to the Purchase Registration Rights Agreement) which has is not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant suspended and for which an Exercise no stop order is in effect, and pursuant to which the Warrantholder is able to sell such shares of Common Stock at all times during the Notice has not yet been delivered as of the date of the Call Notice Period or (B) no longer constitute Registrable Securities (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregateRegistration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the end of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Notice Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(c), at any time commencing four if, no earlier than [60 Trading Days following the date on which the shares of Common Stock issued or issuable upon conversion of the Notes are registered for resale pursuant to an effective registration statement)]3[60 Trading Days following the most recent exercise or cancellation of an Incremental Warrant]4 (4) months after the Initial Effective Date (as defined in the Registration Rights Agreementeach, a “Funding Date”), (i) the VWAP of the Common Stock on (as defined in the principal Trading Market as reported by Bloomberg L.P. exceeds 130% Note) for each of the Exercise Price in effect for ten (10) consecutive 20 Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the applicable Funding Date) is greater than $0.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); , (ii) the aggregate value product of (x) the VWAP of the shares Common Stock and (y) the trading volume of the Company’s common stock traded Common Stock on its principal Trading the Principal Market (as reported by Bloomberg, L.P. on each day during defined in the Note) for such Measurement Period exceeds $2,000,000225,000 per Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale aggregate principal value of the shares of Common Stock issuable upon exercise of this Warrantoutstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or equal to $2,500,000, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default Incremental Conversion Shares (as defined in the Note issued pursuant to the Purchase Agreement) which are registered for resale pursuant to an effective registration statement and (v) there has not been timely cured or an event which with Equity Conditions Failure (as defined in the passage of time or giving notice could become an Event of Default is pendingNote), then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Incremental Warrant for which an Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, face value of the Warrant Shares Note(s) issuable upon full exercise or cancellation of this Incremental Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Incremental Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Incremental Warrant subject to such Call Notice for which an Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Incremental Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notice of Exercise Notices with respect to Notes subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all of the Incremental Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant Notes subject to such Call Notice prior to reducing the remaining Notes available for purchase under this Incremental Warrant. Subject again to the Purchase Agreement in proportion provisions of this Section 2(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered an Notice of Exercise. Notwithstanding anything to the amount of Warrants held by all such Holders on contrary set forth in this Incremental Warrant, the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before Company may not deliver a Call Notice may be given to a “Warrant” having a higher Exercise Price. A or require the cancellation of this Incremental Warrant (and any such Call Notice with respect to any “Warrants” issued pursuant to shall be void), unless, from the Purchase Agreement may not be given more frequently than one beginning of the Measurement Period through the Call Date, (1) time the Company shall have honored in accordance with the terms of this Incremental Warrant all Notice of Exercises delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Incremental Conversion Shares (as defined in the Purchase Agreement) and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of sale limitations, for the resale of all such Incremental Conversion Shares, (3) the Common Stock shall be listed or quoted for trading on the Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as defined in the Purchase Agreement) under the Transaction Documents, and (5) the issuance of all Notes subject to a Call Notice shall not cause a breach of any provision of Section 2(c) herein. The Company’s right to call the Incremental Warrants under this Section 2(c)(iv) shall be exercised ratably among the Holders based on each twenty Holder’s initial purchase of Incremental Warrants. Notwithstanding the foregoing, in the event the Holder waives an Equity Conditions Failure, the Conversion Price (20as defined in the Note) applicable to the Note(s) issuable upon exercise or cancellation of this Incremental Warrant shall be the lower of lower of (i) 115% of Closing Sale Price (as defined in the Note) on the Trading DaysDay prior to the Funding Date of such Note(s) and (ii) the lowest Conversion Price in effect of any Other Notes or Incremental Notes (each as defined in the Note). 3 Include for the first Incremental Warrant. 4 Include for each other Incremental Warrant.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $8.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 100,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfThe Company may, at in its sole discretion, redeem any time commencing four or all of the outstanding and unexercised Warrants upon giving thirty (430) months after days prior written notice to the Initial Effective Date Holder (as defined in the Registration Rights Agreement)“Redemption Notice”) for $0.001 per Warrant; provided, however, no Redemption Notice may be delivered by the Company unless all of the following conditions have been satisfied: (i) The Common Stock shall be traded on a National Exchange; and (ii) the VWAP closing or last sale price of a share of Common Stock on the principal market or exchange on which the Common Stock is then traded is equal to or above $4.00 for 20 consecutive trading days and during such period the average daily trading volume of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. National Exchange on which the Common Stock is then traded exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”)100,000 shares; (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, and (iii) there is an effective the Company has filed a registration statement under the Securities Act of 1933Act, as amended covering the issuance and sale or the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided Shares and such registration statement has been declared effective by the Company that constitutes material nonpublic information, SEC and remains effective during the 20 consecutive trading day period referenced in (vii) [reserved], above and (vi) no Event through the date of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured redemption. The Holder may exercise all or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that a portion of this Warrant for which an Exercise Notice has not yet been delivered as of prior to the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, set forth in the aggregate, of Redemption Notice as the Warrant Shares issuable upon full exercise of this Warrantredemption date. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. not call unexercised Warrants represented by this certificate if the call would result in this Holder and its affiliates having a beneficial common share ownership of the Company in excess of 9.9% (local time in New York Citynine point nine percent). In the event there is a call of the unexercised Warrants represented by this certificate, New York) on the Call Date. A Call Notice may not be given and Company is barred from calling due to the fact that Holder’s and its affiliates’ beneficial common share ownership would exceed 9.9% (nine point nine percent), Holder with respect shall have the right to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed extend the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the expiration date of the Call Notice without giving effect Warrants for one year, to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysDecember 31, 2018.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as traded on the Nasdaq (or such other exchange or stock market on which the Common Stock may then be listed or quoted) exceeds 200% of the Warrant Price (appropriately adjusted for any time commencing four (4) months stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for twenty (20) consecutive trading sessions and during such entire 20 trading sessions and for the 30 day period referenced below in this section all of the Warrant Shares either (i) are registered pursuant to an effective Shelf Registration Statement (as defined in the Registration Rights Agreement) which is available for sales of such Warrant Shares or (ii) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement), the Company, upon thirty (i30) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days days prior written notice (the “Measurement "Notice Period”); ") following such twenty (ii20) day period, to the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergWarrantholder, L.P. on each day during the Measurement Period exceeds may call this Warrant, in whole but not in part, at a redemption price equal to $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares 0.01 per share of Common Stock issuable upon exercise of then purchasable pursuant to this Warrant; provided, (iv) the Holder is not in possession of any information provided by however, that the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default simultaneously redeems all Company Warrants (as defined in Section 19 below) on the Note issued pursuant same terms. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the Purchase Agreementend of the Notice Period. Notwithstanding the foregoing or anything to the contrary contained herein, the Company and the Warrantholder agree that, if and to the extent Section 3(d) which has not been timely cured or an of this Warrant would restrict the ability of the Warrantholder to exercise this Warrant in full in the event which with the passage Company delivers a notice of time or giving notice could become an Event of Default is pendingits election to call this Warrant under this Section, then notwithstanding anything to the Company may call for cancellation of that contrary set forth in such notice, such notice shall be deemed automatically amended to apply only to such portion of this Warrant for which an Exercise Notice has not yet been delivered as may be exercised by the Warrantholder by the expiration of the date Notice Period in accordance with Section 3(d). The Warrantholder will promptly (and in any event, prior to the expiration of the Call Notice (as defined belowPeriod) for consideration equal to $0.001 per Warrant Share up to one-half, notify the Company in the aggregate, writing following receipt of a call notice under this Section if Section 3(d) would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysso restricted.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten thirty (1030) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000500,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, or the Warrant Shares subject to the Call Notice will immediately upon exercise pursuant to Section 2(b) be salable pursuant to Rule 144 without further restrictions including volume and manner of sale restrictions (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) [reserved], and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) 12 within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If[4] Subject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); (ii,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0000.75 ___________________________ [4] Insert in Series B Warrant ONLY (subject to adjustment for forward and reverse stock splits, (iii) there is an effective registration statement under recapitalizations, stock dividends and the Securities Act of 1933, as amended covering like after the resale of the shares of Common Stock issuable upon exercise of this Warrant, (ivInitial Exercise Date and(ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Measurement Period through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (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 the shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each twenty (20) Trading DaysHolder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), if, at any time commencing four (4) months after following the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal daily dollar volume for each Trading Market as reported by Bloomberg, L.P. on each day Day during the such Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrant Shares remaining under the Warrants 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) 1300% of initial Exercise Price 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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 to the provisions of this Section 2(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Purchase Agreement in proportion Registration Statement, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the amount of Warrants held by all such under this Section 2(f) shall be exercised ratably among the Holders based on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any then outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(f), at any time commencing four following the ninety (490) months after the day anniversary of Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company Stemtech may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $0.001 per Warrant Share up to one-half, in the aggregate, 8% of the Warrant Shares issuable upon full aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). To exercise of this Warrant. The Company shall right, Stemtech must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30) day following the Payment Date (such date and time, New Yorkthe “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 of the foregoingthereof, the Company Stemtech covenants and agrees that it will Stemtech shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) Stemtech, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect 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 Beneficial Ownership Limitation. A provisions of this Section 2(f), Stemtech may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysExercise.

Call Provision. If, at any time commencing four (4) months If after one year from the Initial Effective Date (as defined in effective date of the Registration Rights AgreementStatement (the “Effective Date”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $_____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily dollar trading volume for each Trading Market as reported by Bloomberg, L.P. on each day during the Day in such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion up to 100% of the Warrant Shares represented by this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants for which the Holder has the right to Call 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. Subject again to the provisions of this Section 2(f), 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 honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the Company shall have been in compliance with each, and shall not have breached any, representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be given to breached in any respect) or any covenant or other term or condition of any Transaction Document. If a Notice of Exercise is received by the Company after a Call Notice is issued and upon compliance with the provisions of the Notice of Exercise and by operation of Section 2(e) hereof the Holder may not receive all of the Warrant Shares underlying the Warrant upon exercise, then the corresponding remaining portion of this Warrant shall be exchanged for a Pre-Funded Warrant on terms consistent with respect to any those issued under the Pre-Funded Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed originally issued at the Beneficial Ownership Limitation. Unless otherwise agreed to by time of the Holder original issuance of this Warrant, a Call Notice must . The Company’s right to call the Warrants under this Section 2(f) shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysthen outstanding.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP (as such term is defined in the Certificate of Designation of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% Company) for each of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then-effective Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there a Registration Statement is an effective registration statement under the Securities Act of 1933, as amended covering for the resale of all of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares or the Warrant Shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 the Exercise Price per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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. (Los Angeles, California 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 given 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (Los Angeles, California time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (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 the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(d) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfIn the event that the closing price of a share of Common Stock as traded on the Over-the-Counter Bulletin Board (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds 200% of the Warrant Price then in effect (appropriately adjusted for any stock split, at any time commencing four (4) months reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) during which the Registration Statement (has been effective for at least (1) one year (the “Trading Condition”), the Company, upon sixty (60) days prior written notice (the “Notice Period”) given to the Warrantholder, may call this Warrant at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the Company simultaneously calls all of the Series D Warrants on the same terms, (ii) all of the shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement)) which has not been suspended and for which no stop order is in effect, (i) and pursuant to which the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there Warrantholder is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the able to sell such shares of Common Stock issuable upon exercise of this Warrant, at all times during the Notice Period or (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (viB) no Event of Default longer constitute Registrable Securities (as defined in the Note issued pursuant to the Purchase Registration Rights Agreement) which has and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise all, but not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingless than all, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as prior to the end of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(d), at any time commencing four (4) months if after the Initial Effective Date the Closing Price for each of twenty (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (1020) consecutive Trading Days (the “Measurement Period”); (ii, which period shall not have commenced until after the Effective Date) the aggregate value exceeds $1.35, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending“Threshold Price”), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the 30th Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Preferred Stock subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not shall first reduce to zero the number of Warrant Preferred Stock subject to such Call Notice prior to reducing the remaining Warrant Preferred Stock available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire $1,000 Stated Value of Warrant Preferred Stock, (y) a Call Notice pertains to $750 Stated Value of Warrant Preferred Stock, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of $500 Stated Value of Warrant Preferred Stock, then (1) on the Call Date the right under this Warrant to acquire $250 Stated Value of Warrant Preferred Stock will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder $500 Stated Value of Warrant Preferred Stock in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for $250 Stated Value of Warrant Preferred Stock (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 Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant and the Warrant Preferred Stock issuable hereunder all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Conversion Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Conversion Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company’s right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000100,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default Equity Conditions (as defined defined) in the Note issued pursuant to are in effect during each day of the Purchase Agreement) which has not been timely cured or an event which with Measurement Period through the passage of time or giving notice could become an Event of Default is pendingCall Date, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) 12 within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth tenth (20th10th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 5, at any time if during the period commencing four (4) months after on the Initial Effective Exercise Date and ending on the five year anniversary of the final closing of the Offering (as defined in the Registration Rights Agreement“Redemption Period”), (i) the VWAP of for the Company’s Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% for each of the Exercise Price in effect for ten (10) consecutive Trading Days (the each such period, a “Measurement Period”); (ii) , the aggregate value fifteenth consecutive Trading Day of which shall not fall on a date later than the last day of the shares Redemption Period), exceeds $2.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingStock, then the Company may upon twenty (20) days prior written notice (the “Redemption Notice”), call for cancellation of that portion redemption (“Call”) of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice solely with respect to Covered Shares (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver then outstanding; provided that such Redemption Notice is delivered to the Holder a written notice within five (a “Call Notice”5) of any call for cancellation of business days after the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day end of the Measurement Period. The If the conditions set forth herein for such Call Notice must be personally delivered to Holderare satisfied, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of then this Warrant (with respect to Covered Shares only) for which an a Notice of Exercise Notice shall not have been received by the Call Redemption Date (as defined below) will be cancelled at 5:30 6:00 p.m. (local time in New York CityCity time) on the 20th day after the date the Redemption Notice is delivered to the Holder (such date, New Yorkthe “Redemption Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Redemption Notice that are tendered on or before 5:29 prior to 6:00 p.m. (local time in New York City, New YorkCity time) on the Call Redemption Date. A Call For the purposes hereof, “Covered Shares” means those Warrant Shares which, from the date of the delivery of the Redemption Notice may through and including the Redemption Date, are covered by an effective registration statement under the Securities Act providing for the resale of such Warrant Shares and the prospectus of such registration statement is available for use by the Holder for the resale of such Warrant Shares. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be given to the Holder cancelled (and any Redemption Notice will be void) with respect to any Warrants Warrant Shares which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may are not be given more frequently than one (1) time each twenty (20) Trading DaysCovered Shares.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of a $10.00 premium to the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) or any other Transaction Document, which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement Note in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement terms hereof may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(c) and this Section 3, at any time commencing four (4) months if, after the Initial effective date of the registration statement in which the shares of Common Stock issuable upon exercise of this Warrant shall be included (the “Effective Date (as defined in the Registration Rights AgreementDate”), the closing bid price for each of five (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (105) consecutive Trading Days (the “Measurement Period”); , which five (ii5) Trading Day period shall not have commenced until after the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period Effective Date) equals or exceeds $2,000,0008.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending“Threshold Price”), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 5;00 p.m. (local time in New York CityCity time) on the 30thday after the date the Call Notice is received by the Holder (such date, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 5:00 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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 3, 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 Call Notice will be void), unless, from the beginning of the 5th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 5:00 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on either the New York Stock Exchange, Nasadaq or NYSE Amex, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance upon exercise of this Warrant, a . The Company’s right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysUnits.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in effective date of the Registration Rights AgreementStatement “Effective Date”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 250% of the then Exercise Price and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given 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(f), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (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 the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time commencing four (4) months if after the Initial Effective Date the Closing Price for each of 20 consecutive Trading Days (as defined in the Registration Rights Agreement)"Measurement Period", (iwhich period shall not have commenced until after the Effective Date) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130150% of the Exercise Price in effect for ten (10subject to adjustment as set forth herein) consecutive Trading Days (the “Measurement Period”); (ii"Threshold Price") the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within three Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "Call Date"). Notwithstanding the foregoing, the Company may not exercise a Call right to the extent, but only to the extent, that the exercise of the portion of this Warrant subject to a Call Notice prior to the Call Date would violate the provisions of Section 2(d). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 Call Notice will be void), unless, from the beginning of the 30th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. IfSubject to the provisions of Section 2(f), at any time commencing four following the ninety (490) months after the day anniversary of Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $0.001 per Warrant Share up to one-half, in the aggregate, 8% of the Warrant Shares issuable upon full aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). To exercise of this Warrant. The right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made on the Payment Date, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30) day following the Payment Date (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will the Company shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect 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 Beneficial Ownership Limitation. A provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysExercise.

Call Provision. If, at any time commencing four (4Subject to the provisions of Section 2(e) months after the Initial Effective Date (as defined in the Registration Rights Agreementand this Section 2(f), if: (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% Company’s common stock for each of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”) exceeds $0.18 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar trading volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day (and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise Share. The Company may also Call for cancellation all or any portion of this Warrant, if the closing price of the Company’s common stock exceeds $0.18 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) on the date that is the earlier of the Company’s receipt of an approval letter for listing or the listing of the Company’s common stock on an Exchange (as defined below). The To exercise its Call right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given 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(g), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (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 the shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. For purposes of this WarrantSection 2(f), a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date Exchange shall mean any of the Call Notice without giving effect to NYSE MKT, the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to Nasdaq Capital Market, the Purchase Agreement having Nasdaq Global Market, the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to Nasdaq Global Select Market, the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.New York Stock Exchange

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0002,500,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); (ii, which 20 Trading Day period shall not have commenced until after the Effective Date) the aggregate value exceeds 250% of the shares of then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during like after the Measurement Period exceeds $2,000,000, Initial Exercise Date) (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending“Threshold Price”), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company’s right to Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must Warrant shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysDebentures.

Call Provision. IfSubject to the provisions of Section 5(c) and this Section 1(c), at any time commencing four (4) months after if, following the Initial Effective Date (as defined in effectiveness of the Registration Rights AgreementStatement (the “Effective Date”), (i) the VWAP closing price per share of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days any 20 trading days during any 30 trading day period (the “Measurement Period”) exceeds $55.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant (the “Date of Issuance”); ) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, non-public information which was provided by (vor on behalf of) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within five (5) trading days of the end of such Measurement Period, call for cancellation of that portion up to 100% of the Warrant Shares represented by this Warrant for which an Exercise Notice (as defined below) has not yet been delivered as of the date of (such right, a “Call”). The consideration for the Call Notice (as defined below) for consideration shall be equal to $0.001 0.0001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation of this Warrant to which such notice applies. If the Warrants pursuant to conditions set forth in this Section 2(g1(c) within three (3) Trading Days following the last day of the Measurement Period. The for such Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after are satisfied at any time from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant for which an Exercise subject to the Call Notice shall not have been received that remains unexercised by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the fifth (5th) trading day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not be given which calls less than all of the Warrants for which the Holder has the right to exercise 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. Subject again to the provisions of this Section 1(c), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder with respect shall not have delivered an Exercise Notice. The Company’s right to any Warrants which if exercised pursuant deliver a Call Notice and to Section 2(aexercise the Call Right thereunder is subject to the satisfaction of the following conditions from the beginning of the Measurement Period through the Call Date, (1) would cause such Holder the Registration Statement shall be effective as to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrantall such Warrant Shares, and (2) the Common Stock shall be listed or quoted for trading on the trading market on which the Common Stock is listed as reported by Bloomberg (as defined below), and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (4) the issuance of all Warrant Shares subject to a Call Notice must shall not cause a breach of any provision of Section 5(c) herein. The Company’s right to call the Warrants under this Section 1(c) shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if after the Initial later of the Shareholder Approval Date and the Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “"Measurement Period”); (ii", which period shall not have commenced until after the Effective Date) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0001.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending"Threshold Price"), then the Company may may, within five Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 Call Notice will be void), unless, from the beginning of the 30th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP (as such term is defined in the Certificate of Designation of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% Company) for each of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then-effective Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there a Registration Statement is an effective registration statement under the Securities Act of 1933, as amended covering for the resale of all of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares or the Warrant Shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 the Exercise Price per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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. (Los Angeles, California 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 given 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 1(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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (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 the Call Notice without giving effect shares shall not cause a breach of any provision of Section 1(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 1(d) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, If at any time commencing four (4) months after the Initial Effective Exercise Date the Company’s average closing price (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. Nasdaq Capital Market or a subsequent Trading Market) equals or exceeds 130% $13.95 over a period of the Exercise Price in effect for ten (10) consecutive 30 Trading Days (the “Measurement Period,”) (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within 10 Trading Days after the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.00001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of this Warrant to which such notice applies. From the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New YorkCity time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). A Call Notice may Failure by the Company to provide timely notice shall preclude the Company from exercising this call provision shall not be given to preclude the Holder Company from exercising this call provision with respect to satisfaction of the call provision over any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitationother subsequent Measurement Period. Unless otherwise agreed to by the Holder Any unexercised portion of this Warrant, a Call Notice must be given Warrant to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of which the Call Notice without giving effect to does not pertain will be unaffected by such Call Notice. As used herein, “Trading Day” means any day on which the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to Common Stock is traded on the Purchase Agreement having Trading Market, or, if the lowest Exercise Price of Trading Market is not the principal trading market for the Common Stock on such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to day, then on the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysprincipal securities exchange or securities market on which the Common Stock is then traded.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130250% of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000400,000.00, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which Company has not been timely cured or an event which with breached any of the passage terms of time or giving notice could become an Event of Default is pendingthe Transaction Documents, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a “Call”) for consideration equal to the Black Scholes Value of that portion of the Warrant called on the date of the Call Notice (Black Scholes Value as defined belowin Section 3(e) for consideration equal to $0.001 per Warrant Share up to one-halfhereof, in except the aggregate, “date of consummation of the Warrant Shares issuable upon full applicable Fundamental Transaction” or the “date of the public announcement of the applicable Fundamental Transaction” shall be the date of the Call Notice and the “underlying price per share” shall be the VWAP on the date of the Call Notice). To exercise of this Warrant. The right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares not subject to the Call (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders void), unless, from the beginning of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to through the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or resale of the Warrant Shares by the Holder, and (3) the Common Stock shall be listed or quoted for trading on the 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 Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each twenty (20) Trading DaysHolder’s initial purchase of Warrants.

Call Provision. If(a) In the event that the closing price of a share of Common Stock as traded on the Over-the-Counter Bulletin Board (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds 200% of the Warrant Price then in effect (appropriately adjusted for any stock split, at any time commencing four (4) months reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) during which the Registration Statement (has been effective for at least (1) one year (the “Trading Condition”), the Company, upon sixty (60) days prior written notice (the “Notice Period”) given to the Warrantholder, may call this Warrant at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the Company simultaneously calls all of the Series A Warrants on the same terms, (ii) all of the shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement)) which has not been suspended and for which no stop order is in effect, (i) and pursuant to which the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there Warrantholder is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the able to sell such shares of Common Stock issuable upon exercise of this Warrant, at all times during the Notice Period or (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (viB) no Event of Default longer constitute Registrable Securities (as defined in the Note issued pursuant to the Purchase Registration Rights Agreement) which has and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise all, but not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingless than all, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as prior to the end of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(e), at any time commencing four (4) months if, after the Initial Effective Date (as defined in earlier of the effective date of the Registration Rights AgreementStatement “Effective Date”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 250% of the then Exercise Price, and (ii) the aggregate value Common Stock is listed on any of the shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergNasdaq Global Market, L.P. on each day during the Measurement Period exceeds $2,000,000Nasdaq Capital Market, Nasdaq Global Select Market, NYSE or NYSE MKT (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of or any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingsuccessor exchanges), then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth (10th) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 given 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(e), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Nasdaq Global Market, Nasdaq Capital Market, Nasdaq Global Select Market, NYSE or NYSE MKT (or any successor exchanges), and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. The Company’s right to call the Call Notice without giving effect to Warrants under this Section 2(e) shall be exercised ratably among the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at any time commencing four after [ ], 2005, in the event that the closing price of the Common Stock as reported on Nasdaq (4or such other exchange or stock market on which the Common Stock may then be listed or quoted) months is at least 150% of the initial Purchase Price (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for twenty (20) consecutive trading days (the "Trading Period"), PROVIDED, that the actual average daily trading volume of the Common Stock for the Trading Period is greater than 100,000 shares per day, upon thirty (30) days prior written notice (the "Notice Period") to the Registered Holder, the Company may repurchase this Warrant in full. In order for the Company to repurchase this Warrant, (i) the Company must give a similar notice to all holders of the Company Warrants and repurchase all Company Warrants, and (ii) the Warrant Shares must (A) have been registered pursuant to an effective Registration Statement which has not been suspended and for which no stop order is in effect, and pursuant to which the Registered Holder is able to sell such Warrant Shares at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights AgreementSecurities Purchase Agreement of even date herewith, by and between the Company and the Purchasers noted therein). Notwithstanding any such notice by the Company, (i) the VWAP Registered Holder shall have the right to exercise this Warrant prior to the end of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Notice Period”); (ii) the aggregate value of the shares . Upon exercise of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg's repurchase right set forth herein, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in shall pay the Note issued pursuant to the Purchase Agreement) which has not been timely cured or Registered Holder an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration aggregate amount equal to $0.001 0.10 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysShare.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 250% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information provided to it by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within one Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 will be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) a registration statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $10.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect Transaction Documents, and (5) the issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(c) and this Section 3, at any time commencing four (4) months if, after the Initial effective date of the registration statement in which the shares of Common Stock issuable upon exercise of this Warrant shall be included (the “Effective Date (as defined in the Registration Rights AgreementDate”), (i) the VWAP closing bid price for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); , which ten (ii10) Trading Day period shall not have commenced until after the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period Effective Date) equals or exceeds $2,000,0006.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending“Threshold Price”), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 5;00 p.m. (local time in New York CityCity time) on the 30th day after the date the Call Notice is received by the Holder (such date, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 5:00 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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 3, 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 Call Notice will be void), unless, from the beginning of the 5th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 5:00 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) there is a sufficient number of authorized shares of Common Stock for issuance upon exercise of this Warrant, a . The Company’s right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysUnits.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “"Measurement Period”); (ii", which 20 Trading Day period shall not have commenced until after the Effective Date) the aggregate value exceeds 250% of the shares of then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during like after the Measurement Period exceeds $2,000,000, Initial Exercise Date) (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending"Threshold Price"), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth calendar day after the date the Call Notice is received by the Holder (such date, New Yorkthe "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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) 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 (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) 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 (3) 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(f), 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 Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company's right to Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must Warrant shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder's initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysCommon Stock.

Call Provision. IfSubject to the provisions hereof, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Issuance Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.000001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of this Warrant to which such notice applies. From the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the any portion of this Warrant subject to such Call Notice for which an a Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York CityCity time) on the third Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Securities subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant Securities, (B) a Call Notice pertains to of the 75 Warrant Securities, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Securities will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 of the Warrant Securities in respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the Beneficial Ownership Limitation. A provisions of this Section 2(e), the Company may deliver subsequent Call Notice must be given first with respect to Notices for any outstanding “Warrant” issued pursuant to portion of this Warrant for which the Purchase Agreement having the lowest Holder shall not have delivered an Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysNotice.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $10.35 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect Transaction Documents, and (5) the issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) If the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ) exceeds $2.00 (iisubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like, within one (1) the aggregate value Trading Day of the shares end of the Company’s common stock traded on its principal Trading Market as reported by Bloombergsuch Measurement Period, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If(a) The Company may, at its sole option, call the Warrants at any time commencing four (4) months after prior to exercise, on not less than 65 days prior written notice, following the Initial Effective Date (as defined in occurrence of either of the Registration Rights Agreement), following events: (i) The Warrant Holder’s resale of the VWAP Warrant Stock has been registered for resale, and the closing price of the Common Stock on the principal Trading Market market therefor for 30 consecutive trading days exceeds $1.50 per share (as reported by Bloomberg L.P. exceeds 130% the same may be adjusted for stock splits, stock dividends, and any similar event affecting the number of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”outstanding shares of Common Stock); or (ii) the aggregate value of the With respect to 60% or ___ shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergWarrant Stock, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by if the Company that constitutes material nonpublic information, enters into a contract with any entity other than the United States Missile Defense Agency having a guaranteed minimum revenue to the Company of at least $1,000,000. (vb) [reserved]If the conditions set forth in clause (a) above are satisfied, and (vi) no Event of Default (as defined in the Note issued pursuant Company desires to call the Warrants, it shall send a call notice to the Purchase Agreement) which has Warrant Holder, first class mail, postage prepaid, not been timely cured or an event which with later than the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of 65th day before the date of fixed for closing the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), at such Warrant Holder’s last address for notice as shall appear on the portion of this Warrant for which an Exercise Notice register maintained by the Company. Any notice mailed in the manner provided herein shall not be conclusively presumed to have been received duly given whether or not the Registered Holder receives such notice. (c) No failure to mail such call notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such call, except as to a Warrant Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that a call notice has been mailed shall, in the absence of fraud, be conclusive evidence of the facts stated therein. (d) If the Warrant Holder fails to exercise the Warrant by the Call Date will Date, the Warrants shall be cancelled at 5:30 p.m. (local time in New York Citywithout any further action, New York). In furtherance of and the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Warrant Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysshall have no further rights hereunder.

Call Provision. IfSubject to the provisions of Section 3.5, at any time commencing four (4) months if, after the Initial Effective Date of Issuance, the VWAP (as defined in the Registration Rights Agreement), (iSection 3.3.6) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days trading days (the “Measurement Period”) exceeds $ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within one trading day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant the Warrants for which an Exercise Notice Election to Purchase has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, share of the Warrant Shares Common Stock issuable upon full on exercise of this each Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following which such notice applies. If the last day of conditions set forth below for such Call are satisfied from the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant the Warrants subject to such Call Notice for which an Exercise Notice Election to Purchase shall not have been received by the Call Date will be cancelled at 5:30 p.m. 6:30 PM (local time in New York CityEastern Time) on the tenth trading day after the date the Call Notice is received by the Registered Holder (such date and time, New York)the “Call Date”) for consideration equal to $0.001 per share of Common Stock issuable upon exercise of such Warrants. Any unexercised portion of the Warrants to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices Elections to Purchase with respect to Warrants subject to a Call Notice that are tendered on or before 5:29 p.m. through 6:30 PM (local time in New York City, New YorkEastern Time) on the Call Date. A Call Notice may not be given The parties agree that any Election to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, Purchase delivered following a Call Notice must which calls less than all the Warrants shall first reduce to zero the number of shares of Common Stock issuable on exercise of the Warrants subject to such Call Notice prior to reducing the remaining shares of Common Stock available for purchase under the Warrants. For example, if (A) certain Warrants then permit the Registered Holder to purchase 100 shares of Common Stock, (B) a Call Notice pertains to 75 shares of Common Stock issuable on exercise of the Warrants, and (C) prior to 6:30 PM (Eastern Time) on the Call Date the Registered Holder tenders an Election to Purchase in respect of 50 shares of Common Stock, then (x) on the Call Date the right under the Warrants to purchase 25 shares of Common Stock will be given to all other holders of Warrants automatically cancelled, (y) the Company, in the time and manner required under this Warrant Agreement, will have issued pursuant and delivered to the Purchase Agreement Registered Holder 50 shares of Common Stock in proportion to respect of the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect Notice, and (z) the Holder may, until the Termination Date, exercise the Warrants for 25 shares of Common Stock (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the Beneficial Ownership Limitationprovisions of this Section 3.5, the Company may deliver subsequent Call Notices for any portion of the Warrants for which the Holder shall not have delivered an Election to Purchase. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant Notwithstanding anything to the Purchase Agreement having contrary set forth in the lowest Exercise Price of such “Warrants” before , the Company may not deliver a Call Notice may be given to a “Warrant” having a higher Exercise Price. A or require the cancellation of the Warrants (and any such Call Notice with respect to any “Warrants” issued pursuant to shall be void), unless, from the Purchase Agreement may not be given more frequently than one beginning of the Measurement Period through the Call Date, (1) time each twenty the Company shall have honored in accordance with the terms of the Warrants all Elections to Purchase delivered by 6:30 PM (20Eastern Time) Trading Dayson the Call Date, (2) the Common Stock shall be listed or quoted for trading on a principal securities exchange or trading market, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all shares of Common Stock issuable on exercise of the Warrants. The Company’s right to call the Warrants under this Section 3.5 shall be exercised ratably among the Registered Holders.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “"Measurement Period”"); (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000100,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default Equity Conditions (as defined defined) in the Note issued pursuant to are in effect during each day of the Purchase Agreement) which has not been timely cured or an event which with Measurement Period through the passage of time or giving notice could become an Event of Default is pendingCall Date, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “"Call Notice”") of any call for cancellation of the Warrants pursuant to this Section 2(g) 12 within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth tenth (20th10th) Trading Day trading day after the date of the Call Notice (the “"Call Date”"), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysSection 6.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Call Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $0.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Call Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Call Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If 270094107 v18 the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by 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(f), 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 must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Call Notice without giving effect Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Beneficial Ownership Limitation. A Call Notice must Holder, and (3) the Common Stock shall be given first with respect listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Exercise Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $[ ]1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the daily dollar volume for such Measurement Period exceeds $2,000,000175,000 per Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any _________________________________ 1 300% of Exercise Price. of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (viiv) no Event there is an effective registration statement and current prospectus thereunder to permit the issuance of Default (as defined in all of the Note issued pursuant Warrant Shares to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingHolder, then the Company may may, within one Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “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 of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants 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 given 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(f), 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 honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the issuance of this Warrantall such Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there shall be a Call Notice must be given to sufficient number of authorized shares of Common Stock for issuance of all other holders Warrant Shares and all shares of Warrants Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Purchase Agreement in proportion to Registration Statement, and (5) the amount of Warrants held by all such Holders on the date issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.