Common use of Forced Exercise Clause in Contracts

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during the Exercise Period, the Closing Sale Price of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) (the “Forced Exercise Triggering Event”), then the Company shall have the right, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) delivered to the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.

Forced Exercise. (ai) IfIf at any time following the Effective Date, for any consecutive ten (10A) trading day period during the Exercise Period, the Closing Sale Bid Price of the Common Stock is equal to or greater than $0.85 2.625 (subject to any adjustment pursuant to Section 2for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Triggering EventMeasuring Period”), then and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the rightright to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence as of the Forced Exercise Triggering Event Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered to shall be irrevocable and shall state (A) the Holderdate on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, to force (B) the Holder to cash exercise this Warrant with respect to the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that represents up the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the lesser of (i) one-half (1/2) of Holder on the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice Date (the “Forced Conversion Payment DeadlineExercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect Holder’s sole discretion. Notwithstanding anything to the Exercise Price for contrary, no such redemption under this Section shall result in any Holder exceeding the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedBeneficial Ownership Limitation.

Forced Exercise. (a) IfAt any time following the Issue Date of this Warrant, if the closing price of the Company’s Common Stock on the Trading Market equals or exceeds 300% of the Exercise Price then in effect for any twenty (20) consecutive ten (10) trading day period during the Exercise Period, the Closing Sale Price of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) Trading Days (the “Forced Exercise Triggering EventTrigger”), then the Company shall have the right, exercisable on one or more occasions, to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant (each, a “Forced Exercise”), provided that (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2) no Forced Exercise Trigger has occurred in the five (5) Trading Day period immediately prior to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Date”). The Company may exercise its sole discretion and upon right to require a Forced Exercise under this Section 2(f) by delivering a written notice given at any time within twenty (20) days thereof, on one or more occasions, by electronic mail to all of the initial occurrence of the Forced Exercise Triggering Event Holders (the each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) delivered to the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth subject to the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer than ten (10) Business Days from the Holder’s receipt of such notice, the “Forced Exercise Period”) and (iv) a certification by the Company that no Equity Conditions Failure exists as of the date thereof (or specifying any such Equity Conditions Failure that then exists, with an acknowledgement that unless such Equity Conditions are waived, in whole or in part, such Forced Conversion Exercise Notice will be invalid). The Holder shall have the duration of the Forced Exercise Period to exercise such portion of the Warrant in accordance with the terms hereof, and any portion of this Warrant subject to the Forced Exercise Notice that were not exercisedremains unexercised as of the expiration of the Forced Exercise Period shall automatically cancelled, terminated and of no further force or effect, without the need for any further action by the Company or the Holder.

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during the The Registered Holder understands and covenants that if a Forced Exercise PeriodEvent occurs, the Closing Sale Price Registered Holder may be required, at the option of the Common Stock is equal Company, to exercise all or greater than $0.85 (subject to any adjustment pursuant to Section 2) (a portion of the “Exchange Warrant for cash as designed by the Company in the Forced Exercise Triggering Event”)Notice, then in which the Registered Holder shall pay the Warrant Price to the Company in accordance with the terms of the Exchange Warrant. In the event that the Company elects a Forced Exercise, the Company shall have the right, in its sole discretion fix a Forced Exercise Date and upon provide written notice given at any time within twenty of such Forced Exercise not less than fifteen (2015) days of Business Days prior to the initial occurrence proposed date of the Forced Exercise Triggering Event (or such lesser period until the “Termination Date) to the Registered Holder. Any Forced Exercise Notice delivered to the Registered Holder after 5:00 P.M (Eastern Time) on a Trading Day shall be deemed to have been delivered at 9:00 A.M. (Eastern Time) on the next succeeding Trading Day. At least five (5) Business Days prior to the Forced Exercise Date, the Registered Holder shall have the option, but not the obligation, to exercise such Registered Holder’s Exchange Warrant by delivering to the Company an Exercise Notice specifying the number of Exchange Warrant Shares and, if subject to the Beneficial Ownership Limitation, the number of Pre-Funded Warrants, to be purchased based on the amount required by the Company in the Forced Exercise Notice”) delivered . Notwithstanding anything herein to the Holdercontrary, to force in no event shall the Registered Holder to cash exercise this Warrant with respect have fewer than five (5) Business Days prior to the number of Forced Exercise Date to exercise the Exchange Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver in connection with a Forced Exercise Notice within such twenty (20) day periodExercise. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 2(d) Ifabove and subsection (f)(ii) below), for any consecutive ten in the event that the daily VWAP of the Company’s Common Stock (10) trading day period during as reported by the Exercise Period, the Closing Sale Price of Eligible Trading Market on which the Common Stock is equal to or traded) is greater than $0.85 3.75 (subject to as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any adjustment pursuant to Section 2period of thirty (30) consecutive Trading Days (the “Forced Exercise Triggering EventPricing Period”), then the Company shall have the right, in its sole discretion and upon prior written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) delivered specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Holder, Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the Holder to cash exercise then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Warrant with respect Section. ii. Notwithstanding anything to the number of Warrant Shares that represents up contrary herein, the Company shall be prohibited from exercising its right to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any force exercise of this Warrant but pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any adjustment pursuant to Section 2), suspension or stop orders; (ii) the unexercised portion resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day periodPurchase Agreement or any other Transaction Document. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during If the Exercise Period, the Closing Sale Price of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) (the “Forced Exercise Triggering Event”)Trigger occurs, then the Company shall have the rightmay, in at its sole discretion and upon discretion, deliver written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the a “Forced Exercise Notice”) requiring the Holder to exercise all or any portion of this Warrant (a “Forced Exercise”) (A) for cash, if at the time the Forced Exercise Notice is delivered there is an effective registration statement registering, and the prospectus contained therein is available for, the resale of the Warrant Shares, or (B) otherwise, by cashless exercise pursuant to Section 2(c), and certifying that the Equity Conditions have been satisfied on the date the Forced Exercise Notice was delivered to the Holder; provided that (i) no Forced Exercise will be effected unless the Equity Conditions are satisfied on each Trading Day from, and including, the date of the Forced Exercise Notice until the corresponding Warrant Shares are delivered by the Company, (ii) if the Company receives a Notice of Exercise prior to the date the Company delivers a Forced Exercise Notice and any Warrant Shares due thereunder remain undelivered by the Company, the Forced Exercise may not occur until after such Warrant Shares are delivered to the Holder, to force (iii) if the Holder to cash exercise this Warrant Company delivers a Forced Exercise Notice with respect to less than the entire Warrant, the portion of this Warrant subject to such Forced Exercise shall have an aggregate Exercise Price of at least $2,500,000, and (iv) the number of Warrant Shares subject to any Forced Exercise shall be reduced, on a share-for-share basis, by the number of Warrant Shares that represents up the Holder exercised pursuant to any voluntary Notices of Exercise delivered prior to the lesser Forced Exercise Date. The Forced Exercise shall be effective as of the date the Forced Exercise Notice is delivered to the Holder (the “Forced Exercise Date”), and the Company shall deliver the applicable Warrant Shares as if the Holder had delivered a Notice of Exercise on the Forced Exercise Date using the applicable settlement method. Notwithstanding the foregoing, (i) one-half the Company may not elect to effect a Forced Exercise of this Warrant if the aggregate Exercise Price subject to such Forced Exercise would exceed an amount equal to 50% of the median daily dollar trading volume (1/2as reported on Bloomberg) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) Common Stock on the unexercised portion of this Warrant. For Principal Market during the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following Trading Day period ending on the Trading Day immediately preceding the date of the delivery of the Forced Conversion Exercise Notice, and (ii) the Company may not deliver more than one Forced Exercise Notice, whether a Forced Exercise Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the this Warrant or a Forced Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable Notice with respect to the portion of the Warrant Shares set forth any other SPA Warrants, in such Forced Conversion Notice that were not exercisedany rolling forty-five (45) calendar day period.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (ai) Ifa registration statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, for any consecutive ten (10ii) trading day period during the Exercise Period, the Closing Sale Price of the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is equal to a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or greater than $0.85 any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (vii) the Holder has not been subject to any adjustment pursuant to Section 2restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) (the “Forced Exercise Triggering Event”)days, then the Company shall have the rightright to require the Holder to exercise a portion of this Warrant equal to up to $250,000 of aggregate Exercise Price into Conversion Shares (a “Forced Exercise”) on the thirtieth (30th) day following the Initial Exercise Date (such date, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise NoticeDate”) delivered to , which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder, to force the Holder to cash exercise this Warrant with respect to the ’s number of Warrant Shares Warrants; provided, however, that represents up to in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the lesser issuance of (i) one-half (1/2) all of the Warrant Shares originally subject and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or on any date on which there is an Authorized Share Failure. The Company may exercise its right to require a Forced Exercise under this Warrant Section 2(e) by delivering a written notice thereof to all, but not less than all, of the holders of Warrants issued under the Purchase Agreement (irrespective of any exercise such notice, a “Forced Exercise Notice” and the date thereof, a “Forced Exercise Notice Date”) at least three (3) Trading Days prior to the Forced Exercise Date. For purposes of this Warrant but subject to any adjustment pursuant to Section 22(e), or (ii) “Forced Exercise Date” shall be deemed to replace the unexercised portion date of this Warrantdelivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the CompanyHolder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right under to exercise this Section 1.3.5 shall irrevocably lapse if Warrant in its discretion, and (ii) the Company does not may deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of on the Forced Conversion Exercise Notice (Date even though certain conditions to the “Forced Conversion Payment Deadline”)Exercise may only be satisfied on the Forced Exercise Date, provided that the Holder Forced Exercise shall make payment in accordance with Section 1.3.1 remain contingent upon the satisfaction of such conditions on the Forced Exercise Date. If the Company elects to cause a Forced Exercise of this Warrant pursuant to this Section 2(e), then the Company must simultaneously take the same action in the same proportion with respect to the up to $250,000 of aggregate Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrants issued under the Purchase Agreement.]4 _____________ 4 Series 1 Warrant Shares set forth in such Forced Conversion Notice that were not exercised.only

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during Provided the Exercise Periodshares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Sale Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Sixteen Cents ($0.85 (subject to any adjustment pursuant to Section 20.16) (the “Forced Exercise Triggering EventPrice”), then the Company shall have the right, in its sole discretion and upon written notice given at any time within ) for twenty (20) days consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the initial occurrence last Trading Day of the Forced Exercise Triggering Event Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) delivered consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Holder, Forced Exercise Price as the case maybe (“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to cash exercise this Warrant with respect an amount equal to one fifth (1/5th) the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore the Holder shall have the right to reduce the number of Warrant Shares that represents up shares of Common Stock the Company has forced the Holder to exercise hereunder during the lesser Forced Exercise Period by such number of (i) one-half (1/2) shares of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company does shall not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following have the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), right to force the Holder shall make payment to exercise this Warrant, in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth whole or in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedpart.

Forced Exercise. (a) IfAfter the Effective Date, for any consecutive ten (10) trading day period during if the Conditions to Forced Exercise Periodhave been satisfied, the Closing Sale Price Corporation may force exercise of this Warrant by the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) (the “Forced Exercise Triggering Event”), then the Company shall have the rightWarrantholder, in its sole discretion and upon written whole or in part, as set forth in this Section 4, by delivering to the Warrantholder a notice given at any time within twenty thereof in the form annexed hereto (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) delivered ), duly completed and executed on behalf of the Corporation. The aggregate number of Shares to the Holder, to force the Holder to cash exercise this Warrant be exercised with respect to the number of Warrant Shares that represents up all warrants issued pursuant to the lesser of (i) one-half (1/2) of Purchase Agreement, the Warrant Shares originally subject to August 2012 Purchase Agreement and the 2010 Purchase Agreement, including this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2the “Forced Shares”), shall not be less than 750,000 or (ii) greater than 50% of the unexercised portion trading volume of this Warrant. For the avoidance of doubt, Common Stock during the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day periodtrading days preceding the date of the Forced Exercise Notice. Within forty (40) business days after receipt of the Forced Exercise Notice, the Warrantholder shall deliver to the Corporation a Notice of Exercise as set forth in Section 3(a) for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Warantholder, the Conditions to Forced Exercise cease to be met, the Forced Exercise Notice shall be deemed to have been revoked. (b) Within ten In no event shall the Warrantholder be forced to exercise in excess of 50% of all Shares issuable hereunder nor shall the Corporation be permitted to deliver more than one Forced Exercise Notice in any three (103) business days following month period. If the delivery of Corporation forces an exercise pursuant to this Section 4, it must then simultaneously take the Forced Conversion Notice (same action in the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant same proportion with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect any other warrants issued pursuant to the portion Purchase Agreement. (c) For purposes of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.this Section 4:

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 2(d) Ifabove and subsections (f)(ii) and (f)(iii) below), for any consecutive ten in the event that the daily VWAP of the Company’s Common Stock (10) trading day period during as reported by the Exercise Period, the Closing Sale Price of Trading Market on which the Common Stock is equal to or traded) is greater than $0.85 0.60 (subject to as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any adjustment pursuant to Section 2period of twenty (20) consecutive Trading Days (the “Forced Exercise Triggering EventPricing Period”), then the Company shall have the right, in its sole discretion and upon prior written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) delivered specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the HolderForced Exercise Date shall be referred to herein as the “Post-Notice Period”. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Underlying Shares (as defined in the Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any adjustment pursuant to Section 2), suspension or stop orders; (ii) the unexercised portion resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall irrevocably lapse if be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (Daily Dollar Trading Volume exceeds $30,000, where the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for Daily Dollar Trading Volume” means the number of Warrant Shares being exercised as set forth in shares of Common Stock traded on the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, Trading Market on a particular Trading Day multiplied by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in VWAP for such Forced Conversion Notice that were not exercisedday.

Forced Exercise. At any time twenty (a20) If, for any consecutive ten Trading Days prior to the six (106) trading day period during month anniversary of the Exercise PeriodIssuance Date (the "Eligibility Date"), the Closing Sale Company may, by delivering a notice to the Holder at least twenty (20) Trading Days prior to any proposed Forced Exercise Date (as defined below) (a "Forced Exercise Notice" and the date such notice is received by the Holder, the "Forced Exercise Notice Date"), of its irrevocable election to require the exercise of up to 562,250 Warrant Shares. The Company shall set forth the number of Warrant Shares to which the forced exercise relates in the Forced Exercise Notice (the "Forced Exercise Share Number"). The date of such forced exercise shall be the twentieth (20th) Trading Day following the Forced Exercise Notice Date (the "Forced Exercise Date"). The Company may only deliver a Forced Exercise Notice if each of the following shall be true: (i) there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) and (ii) prior to the Forced Exercise Notice Date (A) the arithmetic average of the Weighted Average Price of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) (the “Forced Exercise Triggering Event”), then the Company shall have the right, in its sole discretion and upon written notice given at any time within for twenty (20) days consecutive Trading Days occurring after the Issuance Date (the "Forced Exercise Measuring Period") shall exceed $2.55 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) and (B) the number of shares traded on each Trading Day during the initial occurrence Forced Exercise Measuring Period is greater than 30% of the Forced Exercise Triggering Event Share Number (the “Forced Exercise Notice”) delivered to the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of clauses (i) one-half and (1/2ii), the "Forced Exercise Conditions"). A Forced Exercise Notice may not be given more than two (2) Trading Days after satisfaction of Forced Exercise Conditions and each Forced Exercise Notice shall certify that the Forced Exercise Conditions have been satisfied. The forced exercise thereunder may only occur on the Forced Exercise Date if each of the Warrant Shares originally subject to this Warrant following shall be true: (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or i) there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) and (ii) (A) the unexercised portion arithmetic average of this Warrant. For the avoidance Weighted Average Price of doubtthe Common Stock shall exceed $2.55 (subject to adjustment for stock splits, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) for twenty (20) day period. consecutive Trading Days immediately prior to the Forced Exercise Date (bthe "Forced Exercise Bring Down Measuring Period") Within ten and (10B) business days following the number of shares traded on each Trading Day during the Forced Exercise Bring Down Measuring Period is greater than 30% of the Forced Exercise Share Number (clauses (i) and (ii), the "Forced Exercise Bring Down Conditions"). The Company shall deliver to the Holder a notice no later than 10:00 a.m., New York time, on the Forced Exercise Date (the "Bring-Down Notice"), which notice shall certify whether or not the Forced Exercise Bring Down Conditions have been satisfied. If the Forced Exercise Bring Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Forced Exercise Notice will be null and void, ab initio. Notwithstanding the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the Forced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Forced Conversion Exercise Notice (through the “Forced Conversion Payment Deadline”)Exercise Date. Upon an Equity Conditions Failure, the Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is received by the Holder and the Company, within one (1) Business Day of such revocation, shall make payment in accordance with Section 1.3.1 of this Warrant with respect return the Aggregate Exercise Price applicable to any such Exercise Notice(s) to the Exercise Price for the number Holder by wire transfer of Warrant Shares being immediately available funds and any Warrants so exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect deemed reinstated and returned to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedHolders, if applicable.

Forced Exercise. Notwithstanding anything herein to the contrary, if at any time following the date which is nine (a9) If, months following the Closing Date the VWAP for any 20 out of 30 consecutive ten Trading Days (10such 30 Trading Day period being the "Threshold Period") trading day period during the Exercise Periodexceeds $1.125 (subject to appropriate and equitable adjustment for reverse and forward stock splits, the Closing Sale Price stock dividends, stock combinations and other similar transactions of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) (that occur after the “Forced Exercise Triggering Event”Original Issue Date), then the Company shall have may, within 1 Trading Day after the rightend of any such Threshold Period, in its sole discretion and upon deliver a written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “a "Forced Exercise Notice”) " and the date such notice is delivered to the Holder, the "Forced Exercise Notice Date") to force cause the Holder to cash exercise this Warrant with respect Warrant, in whole or in part, as specified in such Forced Exercise Notice ("Forced Exercise") on or prior to the number tenth Trading Day following the Holder's receipt of Warrant Shares that represents up to the lesser of such Forced Exercise Notice (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubtsuch date, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the "Forced Exercise Date"). The Company does may not deliver a Forced Exercise Notice, and any Forced Exercise Notice within such twenty delivered by the Company shall not be effective, unless all of the Equity Conditions (20as defined in the Notes) day period. are met (bunless waived in writing by the Holder) Within ten (10) business days following on each Trading Day occurring during the delivery applicable Threshold Period through and including the later of the Forced Conversion Notice (Exercise Date and the “Forced Conversion Payment Deadline”), Trading Day after the date such Warrant Shares pursuant to such exercise are delivered to the Holder (except clause (xii) of the Equity Conditions shall make payment in accordance with Section 1.3.1 apply only during the Threshold Period). Any Forced Exercise shall be applied ratably to all holders of this Warrant with respect to the Exercise Price for the Warrants based on their original number of Warrant Shares being underlying the Warrants, provided that any voluntary exercises by a Holder shall be applied against the Holder's pro rata allocation, thereby decreasing the aggregate amount forcibly exercised as set forth in hereunder if only a portion of this Warrant is subject to Forced Exercise hereunder. For purposes of clarification, a Forced Exercise shall be subject to all of the Forced Conversion Noticeprovisions of Section 2, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. If any Forced Exercise cannot be effected due to the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment DeadlineBeneficial Ownership Limitation, then the Warrant Holder shall no longer furnish the Company with the calculation showing that such Beneficial Ownership Limitation would otherwise be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedexceeded.

Forced Exercise. If (a1) If, (i) the arithmetic average of the Weighted Average Prices of the Common Stock for any consecutive the ten (10) trading day period during consecutive Trading Days ending on the Trading Day immediately preceding the Initial Exercisability Date exceeds 125% of the Exercise PeriodPrice on the Issuance Date or (ii) on the 216th day following the Issuance Date, the Closing Sale Market Price calculated as of such date exceeds the Common Stock is equal to or greater than $0.85 Exercise Price on the Issuance Date (subject to any adjustment pursuant to Section each, a "Forced Exercise Event") and (2) (the “Forced Exercise Triggering Event”)there is not then an Equity Conditions Failure, then the Company shall have the right, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) delivered right to the Holder, to force require the Holder to cash exercise this Warrant with respect to the number all or any portion of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver in each case as designated in a Forced Exercise Notice within such twenty (20as defined below), into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1(a) day period. hereof at the Exercise Price as of the Forced Exercise Date (bas defined below) Within ten (10each, a "Forced Exercise"). The Company may exercise its right to require a Forced Exercise under this Section 5 by delivering, by not later than two (2) business days Trading Days following the occurrence of the applicable Forced Exercise Event, a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of the SPA Warrants and the Transfer Agent (the "Forced Exercise Notice" and the date all of the holders received such notice by facsimile is referred to as the "Forced Exercise Notice Date"). The Forced Exercise Notice shall be irrevocable and shall be considered received by each Holder for all purposes (and the Company shall not be required to confirm receipt or transmission) if properly transmitted to the facsimile number and e-mail address for the Holder which the Company then has on record as provided by the Holder. The Forced Exercise Notice shall (i) state (A) the Trading Day selected for the Forced Exercise, which shall be not less than twelve (12) Business Hours nor more than two (2) Trading Days following the receipt of the Forced Exercise Notice by the Holder (the "Forced Exercise Date") and (B) the aggregate number of Warrant Shares subject to Forced Exercise from the Holder (the "Forced Exercise Share Number") and from all of the holders of the SPA Warrants pursuant to this Section 5 (the "Holders' Aggregate Forced Exercise Share Number") (and analogous provisions under the other SPA Warrants); and (ii) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not require a Forced Exercise under this Section 5 in excess of the Holder Pro Rata Amount of the Forced Exercise Volume Limitation. Notwithstanding the foregoing, the Company may not deliver more than one (1) Forced Exercise Notice hereunder. If the Equity Conditions were satisfied as of the Forced Exercise Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Forced Exercise Date, the Company shall provide the Holder a subsequent notice to that effect indicating that, unless the Holder waives the Equity Conditions, the Forced Exercise Notice shall be void ab initio and of no further force or effect. The Company shall deliver to the Holder a notice no later than 10:00 a.m., New York time, on the Forced Exercise Date which notice shall certify whether or not the Equity Conditions have been satisfied. Notwithstanding the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the Forced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Forced Conversion Exercise Notice (through the “Forced Conversion Payment Deadline”)Exercise Date. Upon an Equity Conditions Failure, the Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is received by the Holder and the Company, within one (1) Business Day of such revocation, shall make payment in accordance with Section 1.3.1 of this Warrant with respect return the Aggregate Exercise Price applicable to any such Exercise Notice(s) to the Exercise Price for the number Holder by wire transfer of Warrant Shares being immediately available funds and any SPA Warrants so exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect deemed reinstated and returned to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedHolders, if applicable.

Forced Exercise. (a) IfAt any time following the date of issuance of this Warrant, if the closing price of the Company’s Common Stock on the Trading Market equals or exceeds 300% of the Exercise Price then in effect for any twenty (20) consecutive ten (10) trading day period during the Exercise Period, the Closing Sale Price of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) Trading Days (the “Forced Exercise Triggering EventTrigger”), then the Company shall have the right, exercisable on one or more occasions, to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant (each, a “Forced Exercise”), provided that (1) no Equity Conditions Failure (as defined below) then exists, and (2) no Forced Exercise Trigger has occurred in the five (5) Trading Day period immediately prior to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Date”). The Company may exercise its sole discretion and upon right to require a Forced Exercise under this Section 2(g) by delivering a written notice given at any time within twenty (20) days thereof, on one or more occasions, by electronic mail to all of the initial occurrence of the Forced Exercise Triggering Event Holders (the each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) delivered to the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth subject to the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer than ten (10) Business Days from the Holder’s receipt of such notice, the “Forced Exercise Period”) and (iv) a certification by the Company that no Equity Conditions Failure exists as of the date thereof. The Holder shall have the duration of the Forced Exercise Period to exercise such portion of the Warrant in such accordance with the terms hereof, and any portion of this Warrant subject to the Forced Conversion Exercise Notice that were not exercisedremains unexercised as of the expiration of the Forced Exercise Period shall automatically cancelled, terminated and of no further force or effect, without the need for any further action by the Company or the Holder.

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during If the Exercise Period, the Closing Sale Price of the Common Stock is equal to or greater than $0.85 (subject to any adjustment pursuant to Section 2) (the “Forced Exercise Triggering Event”)Trigger occurs, then the Company shall have the rightmay, in at its sole discretion and upon discretion, deliver written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the a “Forced Exercise Notice”) requiring the Holder to exercise all or any portion of this Warrant (a “Forced Exercise”) (i) for cash, if at the time the Forced Exercise Notice is delivered there is an effective registration statement registering, and the prospectus contained therein is available for, the resale of the Warrant Shares, or (ii) otherwise, by cashless exercise pursuant to Section 2(c), and certifying that the Equity Conditions have been satisfied on the date the Forced Exercise Notice was delivered to the Holder; provided that (x) no Forced Exercise will be effected unless the Equity Conditions are satisfied on each Trading Day from the date of the Forced Exercise Notice until the corresponding Warrant Shares are delivered by the Company, (y) if the Company receives a Notice of Exercise prior to force the date the Company delivers a Forced Exercise Notice and any Warrant Shares due thereunder remain undelivered by the Company, the Forced Exercise may not occur until after such Warrant Shares are delivered to the Holder and (z) the number of Warrant Shares subject to cash exercise this Warrant with respect to any Forced Exercise shall be reduced, on a share-for-share basis, by the number of Warrant Shares that represents up the Holder exercised pursuant to any voluntary Notices of Exercise delivered prior to the lesser of (i) one-half (1/2) Forced Exercise Date. The Forced Exercise shall be effective as of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) date the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty is delivered to the Holder (20) day period. (b) Within the “Forced Exercise Date”), and the Company shall deliver the applicable Warrant Shares as if the Holder had delivered a Notice of Exercise on the Forced Exercise Date using the applicable settlement method. The Company may not deliver more than one Forced Exercise Notice in any rolling ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedTrading Day period.

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during In the Exercise Period, event that the Closing Sale Price per share of the Common Stock is equal to or greater than exceeds thirty dollars ($0.85 (subject to any adjustment pursuant to Section 230) (appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period) for twenty (20) consecutive Trading Days (such period, the “Forced Exercise Triggering EventPeriod”), then the Company shall have may, at its sole discretion, if the rightEquity Conditions are then satisfied, provide written notice, in its sole discretion the manner required for notices delivered to a Buyer (as defined in the Securities Purchase Agreement) pursuant to the Securities Purchase Agreement, to the Holder requiring the Holder to exercise this Warrant in full (and upon written notice given at any time within twenty (20not in part) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) no later than the fifth (5th) Business Day following the last Trading Day of the Forced Exercise Period. The date of exercise with respect to any such forced exercise shall be the date upon which the Company delivers the Forced Exercise Notice to the Holder (the “Forced Exercise Closing”). If a registration statement covering the issuance or resale of the Warrant Shares issuable pursuant to the Forced Exercise Notice (the “Forced Exercise Warrant Shares”) is available for the issuance or resale of the Forced Exercise Warrant Shares, then the forced exercise shall be a cash exercise. If a registration statement covering the issuance or resale of the Forced Exercise Warrant Shares is not available for the issuance or resale, as applicable of such Forced Exercise Warrant Shares, then the forced exercise may be a cash exercise or cashless exercise in accordance with Section 1(d), at the Holder’s option. So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Forced Exercise Notice has been delivered by the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Forced Exercise Notice has been delivered by the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Forced Exercise Notice has been delivered by the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(i), also constituting a Share Delivery Date), the Company shall (X) provided that the Transfer Agent is participating in FAST, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in FAST, issue and dispatch by overnight courier to force the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder to cash exercise this Warrant with respect to or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Such forced exercise shall not be required if either (a) the Equity Conditions do not remain satisfied on each Trading Day through the date of the Forced Exercise Notice or (b) the Closing Bid Price per share of Common Stock does not exceed thirty dollars ($30) (appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period) through the date of such notice. If the Equity Conditions are not satisfied during the Forced Exercise Period through the date of the Forced Exercise Notice solely due to the fact that represents up the forced exercise of this Warrant and the issuance of the Forced Exercise Warrant Shares pursuant to such forced exercise would be limited by Section 1(f), then the Company may, in its sole discretion, provide written notice to the Holder requiring the Holder to exercise this Warrant in part (and not in full) for such number of shares that could be issued in compliance with Section 1(f) such that the Holder together with the other Attribution Parties collectively shall beneficially own in the aggregate the Maximum Percentage of the number of shares of Common Stock outstanding as of the Forced Exercise Closing. Notwithstanding the foregoing, if the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market during such Forced Exercise Period (the “Average DDT Volume”) is less than ten million dollars ($10,000,000) (the “Minimum Volume”), then such exercise of this Warrant shall be limited to a number of shares of Common Stock equal to the lesser of (i1) one-half product of: (1/2A) the aggregate number of the Warrant Shares shares of Common Stock originally subject to this Warrant (irrespective adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction that has occurred since the Issuance Date) multiplied by (B) the quotient of the Average DDT Volume for such Forced Exercise Period divided by the Minimum Volume, and (2) the aggregate number of shares of Common Stock then subject to this Warrant (adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction that has occurred since the Issuance Date) assuming a cash exercise of the Warrant. The Company may not exercise its right to require the Holder to exercise this Warrant but subject to more than once in any adjustment pursuant to Section 2), or thirty (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (2030) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.

Forced Exercise. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date the VWAP for each of 20 consecutive Trading Days (athe “Measurement Period”, which 20 Trading Day period shall not have commenced until after the Effective Date) If, for any consecutive ten (10) trading day period during the Exercise Period, the Closing Sale Price exceeds 150% of the Common Stock is equal to or greater than $0.85 then Exercise Price (subject to any adjustment pursuant to Section 2for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Forced Threshold Price”), and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information, then the Company may, within one Trading Day of the end of such period, call for exercise of all or any portion of this Warrant for which a Notice of Exercise Triggering Eventhas not yet been delivered (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), then the Holder must exercise any portion of this Warrant subject to such Call Notice, and if any part of the consideration shall not have been received by the Call Date, this entire Warrant will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. 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 Company shall not have delivered a Call Notice or which has not otherwise been previously exercised by the Holder. 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 20th 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 the right, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) delivered to the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise terms of this Warrant but subject to any adjustment pursuant to Section 2)all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, or (ii) the unexercised portion Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of this Warrantall such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the 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 not cause a breach of any provision of 2(d) herein. For the avoidance of doubt, the The Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then Call the Warrant shall no longer be exercisable with respect to exercised ratably among the portion Holders based on each Holder’s initial purchase of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedWarrants.

Forced Exercise. (ai) If, for any consecutive ten (10) trading day period during If the Exercise Period, the Closing Sale Price price per share of the Common Stock is equal to or greater than the volume-weighted average closing price of $0.85 3.50 for any ten (subject to any adjustment pursuant to Section 210) consecutive trading-day period (the end of any such period, the “Forced Exercise Triggering EventTrigger Date”), then the Company shall have the right, in its sole discretion and upon written notice given ) at any time within twenty after the Issue Date, the Company, at its option, may elect to force Holders to exercise the Warrants then outstanding into Warrant Shares, in whole or in part on a pro-rata basis by delivering a notice to each Holder no later than fifteen (2015) days of the initial occurrence of the Forced following such Exercise Triggering Event Trigger Date as provided in Section 4.5(b)(ii) below (the “Forced Exercise Notice”). Forced Exercise Notices shall be given no later than fifteen (15) days following the applicable Exercise Trigger Date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Warrant Agent and to all of the holders of record of Warrants at their respective addresses appearing on the Warrant Register or books or transfer records of the Company or such other address designated in writing by the holder of record to the Warrant Agent. The date of delivery of the Forced Exercise Notice shall be the “Delivery Date.” (ii) The Holders shall have twenty (20) days following the Delivery Date to exercise the Warrants that have been called for forced exercise pursuant to Section 4.5(b)(i), in the manner provided in Section 4.5(a). Any Warrants that have been called for forced exercise pursuant to Section 4.5(b)(i), together with payment of the Exercise Price for all such Warrants, that have not been delivered to the Holder, to force Warrant Agent for exercise after twenty (20) days following the Holder to cash exercise this Warrant Delivery Date shall be cancelled and all rights of the Holders with respect to the number of Warrant Shares that represents up such Warrants shall terminate. (iii) Notwithstanding anything to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to contrary in this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 24.5(b), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does may not deliver provide a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following pursuant to this Section 4.5 at any time at which the delivery Warrants are not currently exercisable as a result of the application of either Section 4.5(c) or Section 4.6. If, during the period between the Forced Conversion Exercise Notice (and the “Forced Conversion Payment Deadline”)Delivery Date, the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised Warrants become not currently exercisable as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion a result of the Warrant Shares set forth in application of either Section 4.5(c) or Section 4.6, the Delivery Date shall be extended and deemed to be the tenth business day after such Forced Conversion Notice that were not exercisedrestriction on exercise lapses.

Forced Exercise. (ai) IfIf at any time following the Effective Date, for any consecutive ten (10A) trading day period during the Exercise Period, the Closing Sale Bid Price of the Common Stock is equal to or greater than $0.85 2.625 (subject to any adjustment pursuant to Section 2for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Triggering EventMeasuring Period”), then and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the rightright to require the Holder to exercise all or any portion of this Warrant as designated in an Forced Exercise Notice (as defined below), in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence as of the Forced Exercise Triggering Event Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered to shall be irrevocable and shall state (A) the Holderdate on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, to force (B) the Holder to cash exercise this Warrant with respect to the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that represents up the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the lesser of (i) one-half (1/2) of Holder on the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice Date (the “Forced Conversion Payment DeadlineExercise Warrant Share Amount”), the Holder . Each Forced Exercise shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised be effected as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exerciseda cash exercise.

Forced Exercise. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 2.4(i) Ifabove and subsection 15.2 below), for any consecutive ten (10) trading day period during in the Exercise Period, event that the Closing Sale Price closing sale price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is equal to or greater than $0.85 10.00 (subject to any adjustment pursuant to Section 2as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period (the “Forced Exercise Triggering Event”)"Pricing Period") of twenty (20) consecutive Trading Days, then the Company shall have the right, in its sole discretion and upon prior written notice given at any time within twenty to the Holder (20"Forced Exercise Notice"), to compel all or a portion of this Warrant to be exercised on or prior the date ("Forced Exercise Date") days of the initial occurrence of specified in the Forced Exercise Triggering Event Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the “date on which the Holder receives the Forced Exercise Notice”. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) delivered Trading Days following the last day of any Pricing Period. The period from the Forced Exercise Notice Date to the Holder, Forced Exercise Date shall be referred to herein as the "Post-Notice Period". If the Company intends to force exercise of less than all of all of the Holder then outstanding Warrants issued to cash exercise Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Warrant with respect Section. 15.2 Notwithstanding anything to the number of Warrant Shares that represents up contrary herein, the Company shall be prohibited from exercising its right to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any force exercise of this Warrant but pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist "Effective Registration". "Effective Registration" shall mean (i) the resale of all Registrable Securities (as defined in the Investor Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Investor Rights Agreement which registration statement is not subject to any adjustment pursuant to Section 2), suspension or stop orders; (ii) the unexercised portion resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, or approved for listing prior to issuance, on either the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market (each an "Approved Market") and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on the Approved Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Agreements; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day periodPurchase Agreement or any Related Documents. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 2(d) Ifabove and subsections (f)(ii) and (f)(iii) below), for any consecutive ten in the event that the daily VWAP of the Company’s Common Stock (10) trading day period during as reported by the Exercise Period, the Closing Sale Price of Trading Market on which the Common Stock is equal to or traded) is greater than $0.85 0.80 (subject to as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any adjustment pursuant to Section 2period of twenty (20) consecutive Trading Days (the “Forced Exercise Triggering EventPricing Period”), then the Company shall have the right, in its sole discretion and upon prior written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) delivered specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the HolderForced Exercise Date shall be referred to herein as the “Post-Notice Period”. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Underlying Shares (as defined in the Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any adjustment pursuant to Section 2), suspension or stop orders; (ii) the unexercised portion resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall irrevocably lapse if be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (Daily Dollar Trading Volume exceeds $30,000, where the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for Daily Dollar Trading Volume” means the number of Warrant Shares being exercised as set forth in shares of Common Stock traded on the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, Trading Market on a particular Trading Day multiplied by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in VWAP for such Forced Conversion Notice that were not exercisedday.

Forced Exercise. i. Subject to the provisions of Section 2(d) or Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (ai) If, for any consecutive ten (10) trading day period during the Exercise Period, the Closing Sale Price VWAP of the Common Stock is equal to or greater than $0.85 for each of seven (subject to any adjustment pursuant to Section 27) consecutive Trading Days (the “Forced Measurement Period,” which seven (7) consecutive Trading Day period shall not have commenced until after the effective date of the Registration Statement) exceeds 135% of the Exercise Triggering Event”)Price then in effect, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company shall have the right, in its sole discretion and upon written notice given at any time within twenty one (201) days Trading Day of the initial occurrence end of the Forced Exercise Triggering Event such Measurement Period (the “Forced Exercise NoticeEligibility Date”) delivered to the Holder), to force require the Holder to cash exercise this Warrant with respect into up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to 25% of the quotient obtained by dividing the Traded Value by the Exercise Price then in effect (less any Warrant Shares voluntarily exercised by the Holder during such Measurement Period or at any time thereafter and prior to the number applicable Forced Exercise Date (as defined below) (the “Maximum Forced Exercise Share Amount”) as designated in the applicable Forced Exercise Notice (as defined below) to be issued and delivered in accordance with Section 2(c) herein (each, a “Forced Exercise”). The Company may exercise its right to require a Forced Exercise under this Section 2(f)(i) by delivering a written notice thereof, at one, or more times, by electronic mail to all, but not less than all, of Warrant Shares that represents up the holders of the Warrants (each, a “Forced Exercise Notice”, and the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. For purposes of Section 2(c) herein, “Forced Exercise Notice” shall be deemed to replace “Exercise Notice” for all purposes thereunder as if the Holder delivered a Notice of Exercise to the lesser of Company on the Forced Exercise Notice Date, mutatis mutandis. Each Forced Exercise Notice shall be irrevocable. Each Forced Exercise Notice shall state (i) one-half (1/2) of the Warrant Shares originally subject to Trading Day selected for the Forced Exercise in accordance with this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 22(f)(i), or which Trading Day shall be the second (2nd) Trading Day following the applicable Forced Exercise Notice Date (each, a “Forced Exercise Date”), (ii) the unexercised aggregate portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect subject to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.forced exercise from

Forced Exercise. (ai) IfIf at any time following the Effective Date, for any consecutive ten (10A) trading day period during the Exercise Period, the Closing Sale Bid Price of the Common Stock is equal to or greater than $0.85 2.625 (subject to any adjustment pursuant to Section 2for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Issue Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Triggering EventMeasuring Period”), then and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the rightright to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence as of the Forced Exercise Triggering Event Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered to shall be irrevocable and shall state (A) the Holderdate on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, to force (B) the Holder to cash exercise this Warrant with respect to the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that represents up the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the lesser of (i) one-half (1/2) of Holder on the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice Date (the “Forced Conversion Payment DeadlineExercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect Holder’s sole discretion. Notwithstanding anything to the Exercise Price for contrary, no such redemption under this Section shall result in any Holder exceeding the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedBeneficial Ownership Limitation.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 2(d) Ifabove and subsections (f)(ii) and (f)(iii) below), for any consecutive ten in the event that the daily VWAP of the Company’s Common Stock (10) trading day period during as reported by the Exercise Period, the Closing Sale Price of Trading Market on which the Common Stock is equal to or traded) is greater than $0.85 1.20 (subject to as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any adjustment pursuant to Section 2period of twenty (20) consecutive Trading Days (the “Forced Exercise Triggering EventPricing Period”), then the Company shall have the right, in its sole discretion and upon prior written notice given at any time within twenty to the Holder (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) delivered specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the HolderForced Exercise Date shall be referred to herein as the “Post-Notice Period”. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Underlying Shares (as defined in the Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any adjustment pursuant to Section 2), suspension or stop orders; (ii) the unexercised portion resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall irrevocably lapse if be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (Daily Dollar Trading Volume exceeds $30,000, where the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for Daily Dollar Trading Volume” means the number of Warrant Shares being exercised as set forth in shares of Common Stock traded on the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, Trading Market on a particular Trading Day multiplied by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in VWAP for such Forced Conversion Notice that were not exercisedday.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (ai) Ifa registration statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, (ii) the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or any consecutive ten event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (1030) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, (vii) the Holder has not been subject to any restriction or limitation on conversions of shares of Preferred Stock or trading day period during in general from Holder’s prime broker which restricts at all the Exercise PeriodHolder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) days, (viii) the Closing Sale Price average daily trading volume of the Common Stock on the principal Trading Market for the 30 Trading Days immediately prior to a Forced Exercise is equal to or greater not less than $0.85 40,000 and (ix) each VWAP for the Common Stock for the 30 Trading Days immediately prior to a Forced Exercise has not, at any time during such period, been less than $0.05, subject to any adjustment pursuant to Section 2) (for reverse and forward stock splits and the “Forced Exercise Triggering Event”)like, then the Company shall have the rightright to require the Holder to exercise a portion of this Warrant equal to up to $400,000 of aggregate Exercise Price into Warrant Shares (a “Forced Exercise”) per calendar month commencing on June 3, in its sole discretion 2019 and upon written notice given at any on the first Trading Day of each month thereafter until the earlier of such time within twenty that the aggregate amount of Forced Exercises is $2,000,000 and November 1, 2019 (20) days of the initial occurrence of the Forced Exercise Triggering Event (each such date, the “Forced Exercise NoticeDate”) delivered to ), which $400,000 and $2,000,000 respectively, of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s original Subscription Amount, to force provided that, in connection with any Forced Exercise, the Holder shall have the right to cash exercise this Warrant with respect to Series 1 Warrants, Series 2 Warrants, and/or Series 3 Warrants held by such Holder in such Holder’s sole discretion in the number amount of Warrant Shares the Forced Exercise; provided, however, that represents up to in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the lesser issuance of (i) one-half (1/2) all of the Warrant Shares originally subject and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to this Warrant (irrespective of the Holder or on any exercise date on which there is an Authorized Share Failure; provided, further however, that, if the Holder exercises any portion of this Warrant but subject at any time on or prior to any adjustment pursuant a Forced Exercise Date, the Company’s right to Section 2), or (ii) require the unexercised Holder to exercise a portion of this WarrantWarrant shall be reduced, on a $1 for $1 basis (based on aggregate Exercise Price of any exercises on or prior to the Forced Exercise Date), which shall reduce the aggregate Exercise Price subject to the next Forced Exercise hereunder. The Company may exercise its right to require a Forced Exercise under this Section 2(e) by delivering a written notice thereof to all, but not less than all, of the holders of Warrants issued under the Purchase Agreement (such notice, a “Forced Exercise Notice” and the date thereof, a “Forced Exercise Notice Date”) at least ten (10) Trading Days prior to the Forced Exercise Date. For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the CompanyHolder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right under to exercise this Section 1.3.5 shall irrevocably lapse if Warrant in its discretion, and (ii) the Company does not may deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of on the Forced Conversion Exercise Notice (Date even though certain conditions to the “Forced Conversion Payment Deadline”)Exercise may only be satisfied on the Forced Exercise Date, provided that the Holder Forced Exercise shall make payment in accordance with Section 1.3.1 remain contingent upon the satisfaction of such conditions on the Forced Exercise Date. If the Company elects to cause a Forced Exercise of this Warrant pursuant to this Section 2(e), then the Company must simultaneously take the same action in the same proportion with respect to the up to $400,000 of aggregate Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedWarrants issued under the Purchase Agreement.”

Forced Exercise. Subject to the limitations on exercise set forth in Section 1 and so long as for at all times during the period beginning thirty (a) If, for any consecutive ten (1030) trading days prior to the Forced Exercise Trigger Date (as defined below) and ending on the Company Exercise Date (as defined below) (i) all of the shares of Common Stock issuable upon exercise of this Warrant are then (x) authorized and reserved for issuance, (y) registered for re-sale under the Securities Act by the holder of this Warrant and sales of such shares may be made thereunder (or such shares may otherwise be resold publicly without restriction (including without limitation as to volume)) and (z) eligible to be traded on the NNM, the NYSE, the AMEX or Nasdaq SmallCap (each as defined in the Securities Purchase Agreement) and (ii) there is not then a continuing Redemption Event (as defined in the Certificate of Designation (as defined in the Securities Purchase Agreement) (the "Certificate of Designation")), then, at any time after the twenty-four (24) month anniversary of the date the Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement is declared effective by the SEC (subject to extension for each trading day following effectiveness that sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot be made pursuant to the Registration Statement (whether by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of the Registration Rights Agreement, during an Allowed Delay (as defined in the Registration Rights Agreement) or otherwise)), the Company shall have the right within five (5) trading days of any trading day (a "Forced Exercise Trigger Date") on which, and for a period during the Exercise Periodof thirty (30) consecutive trading days prior thereto, the Closing Sale Bid Price (as defined in the Certificate of Designation) of the Common Stock is equal to or greater than $0.85 175% of the Exercise Price (subject to any adjustment pursuant for stock splits, stock dividends and similar transactions), to Section 2) deliver written notice (the “Forced "Company Exercise Triggering Event”), then Notice") to the holder of this Warrant (which notice may not be sent to the holders of this Warrant (a) until the Company shall have the right, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) delivered is permitted to the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.pursuant

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during Provided the Exercise Periodshares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Sale Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Ten Cents ($0.85 (subject to any adjustment pursuant to Section 20.10) (the “Forced Exercise Triggering EventPrice”), then the Company shall have the right, in its sole discretion and upon written notice given at any time within ) for twenty (20) days consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the initial occurrence last Trading Day of the Forced Exercise Triggering Event Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) delivered consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Holder, Forced Exercise Price as the case maybe (“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to cash exercise this Warrant with respect an amount equal to one fifth (1/5th) the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore the Holder shall have the right to reduce the number of Warrant Shares that represents up shares of Common Stock the Company has forced the Holder to exercise hereunder during the lesser Forced Exercise Period by such number of (i) one-half (1/2) shares of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company does shall not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following have the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), right to force the Holder shall make payment to exercise this Warrant, in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth whole or in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedpart.

Forced Exercise. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (aincluding without limitation subsection 2.4(i) Ifabove and subsection 15.2 below), for any consecutive ten (10) trading day period during in the Exercise Period, event that the Closing Sale Price closing sale price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is equal to or greater than $0.85 7.35 (subject to any adjustment pursuant to Section 2as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period (the “Forced Exercise Triggering Event”)"Pricing Period") of twenty (20) consecutive Trading Days, then the Company shall have the right, in its sole discretion and upon prior written notice given at any time within twenty to the Holder (20"Forced Exercise Notice"), to compel all or a portion of this Warrant to be exercised on or prior the date ("Forced Exercise Date") days of the initial occurrence of specified in the Forced Exercise Triggering Event Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the “date on which the Holder receives the Forced Exercise Notice”. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) delivered Trading Days following the last day of any Pricing Period. The period from the Forced Exercise Notice Date to the Holder, Forced Exercise Date shall be referred to herein as the "Post-Notice Period". If the Company intends to force exercise of less than all of all of the Holder then outstanding Warrants issued to cash exercise Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Warrant with respect Section. 15.2 Notwithstanding anything to the number of Warrant Shares that represents up contrary herein, the Company shall be prohibited from exercising its right to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any force exercise of this Warrant but pursuant to this Section if at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist "Effective Registration". "Effective Registration" shall mean (i) the resale of all Registrable Securities (as defined in the Investor Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Investor Rights Agreement which registration statement is not subject to any adjustment pursuant to Section 2), suspension or stop orders; (ii) the unexercised portion resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, or approved for listing prior to issuance, on either the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market (each an "Approved Market") and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on the Approved Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Agreements; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice within such twenty (20) day periodPurchase Agreement or any Related Documents. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercised.

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during Provided the Exercise Periodshares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Sale Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Thirteen Cents ($0.85 (subject to any adjustment pursuant to Section 20.13) (the “Forced Exercise Triggering EventPrice”), then the Company shall have the right, in its sole discretion and upon written notice given at any time within ) for twenty (20) days consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the initial occurrence last Trading Day of the Forced Exercise Triggering Event Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) delivered consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Holder, Forced Exercise Price as the case maybe (“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to cash exercise this Warrant with respect an amount equal to one fifth (1/5th) the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore the Holder shall have the right to reduce the number of Warrant Shares that represents up shares of Common Stock the Company has forced the Holder to exercise hereunder during the lesser Forced Exercise Period by such number of (i) one-half (1/2) shares of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company does shall not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following have the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), right to force the Holder shall make payment to exercise this Warrant, in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth whole or in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedpart.

Forced Exercise. If at any time from and after the Issuance Date (a) If, for any consecutive ten (10) trading day period during the "Forced Exercise PeriodEligibility Date"), the Closing Sale Price arithmetic average of the VWAP of the Common Stock is equal to for any twenty (20) Trading Days during a consecutive twenty (20) Trading Day period that commences following the Forced Exercise Eligibility Date (the "Forced Exercise Measuring Period") equals or greater than exceeds $0.85 5.00 (subject to appropriate adjustments for any adjustment pursuant to Section 2) (stock dividend, stock split, stock combination, reclassification or similar transaction after the “Forced Exercise Triggering Event”Issuance Date), then the Company shall have the right, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise Notice”) delivered right to the Holder, to force require the Holder to cash exercise this Warrant with respect to the number all or any portion of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant, in each case as designated in the Forced Exercise Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Forced Exercise Date (as defined below) (a "Forced Exercise"). For the avoidance of doubt, the Company’s The Company may exercise its right to require Forced Exercise under this Section 1.3.5 5 by delivering within not more than two (2) Trading Days following the end of such Forced Exercise Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Warrants and the Transfer Agent (the "Forced Exercise Notice" and the date all of the holders received such notice by facsimile is referred to as the "Forced Exercise Notice Date"). The Forced Exercise Notice shall irrevocably lapse if be irrevocable. The Forced Exercise Notice shall state (A) the Trading Day selected for the Forced Exercise, which Trading Day shall be no sooner than twenty (20) Trading Days nor later than forty (40) Trading Days following the Forced Exercise Notice Date (the "Forced Exercise Date"), (B) the aggregate number of Warrant Shares subject to Forced Exercise from the Holder (the "Forced Exercise Share Number") and all of the holders of the Warrants pursuant to this Section 5 (the "Holders'Aggregate Forced Exercise Share Number") (and analogous provisions under the other Warrants), and (C) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date. Notwithstanding the foregoing, the Company does may not deliver more than two (2) Forced Exercise Notices hereunder and a Forced Exercise Notice within such twenty may not be delivered until at least thirty (2030) day period. (b) Within ten (10) business days following Trading Days after the immediately preceding Forced Exercise Date. Notwithstanding the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the Forced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Forced Conversion Exercise Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth in through the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedDate.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (ai) Ifa registration statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, for any consecutive ten (10ii) trading day period during the Exercise Period, the Closing Sale Price of the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is equal to a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or greater than $0.85 any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (vii) the Holder has not been subject to any adjustment pursuant to Section 2restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) (the “Forced Exercise Triggering Event”)days, then the Company shall have the rightright to require the Holder to exercise a portion of this Warrant equal to up to $250,000 of aggregate Exercise Price into Conversion Shares (a “Forced Exercise”) on the thirtieth (30th) day following the Initial Exercise Date (such date, in its sole discretion and upon written notice given at any time within twenty (20) days of the initial occurrence of the Forced Exercise Triggering Event (the “Forced Exercise NoticeDate”) delivered to , which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder, to force the Holder to cash exercise this Warrant with respect to the ’s number of Warrant Shares Warrants; provided, however, that represents up to in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the lesser issuance of (i) one-half (1/2) all of the Warrant Shares originally subject and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or on any date on which there is an Authorized Share Failure. The Company may exercise its right to require a Forced Exercise under this Warrant Section 2(e) by delivering a written notice thereof to all, but not less than all, of the holders of Warrants issued under the Purchase Agreement (irrespective of any exercise such notice, a “Forced Exercise Notice” and the date thereof, a “Forced Exercise Notice Date”) at least three (3) Trading Days prior to the Forced Exercise Date. For purposes of this Warrant but subject to any adjustment pursuant to Section 22(e), or (ii) “Forced Exercise Date” shall be deemed to replace the unexercised portion date of this Warrantdelivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the CompanyHolder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right under to exercise this Section 1.3.5 shall irrevocably lapse if Warrant in its discretion, and (ii) the Company does not may deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following the delivery of on the Forced Conversion Exercise Notice (Date even though certain conditions to the “Forced Conversion Payment Deadline”)Exercise may only be satisfied on the Forced Exercise Date, provided that the Holder Forced Exercise shall make payment in accordance with Section 1.3.1 remain contingent upon the satisfaction of such conditions on the Forced Exercise Date. If the Company elects to cause a Forced Exercise of this Warrant pursuant to this Section 2(e), then the Company must simultaneously take the same action in the same proportion with respect to the up to $250,000 of aggregate Exercise Price for the number of Warrant Shares being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrants issued under the Purchase Agreement.]3 _______________ 3 Series 1 Warrant Shares set forth in such Forced Conversion Notice that were not exercised.only

Forced Exercise. (a) If, for any consecutive ten (10) trading day period during Provided the Exercise Periodshares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Sale Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Eleven Cents ($0.85 (subject to any adjustment pursuant to Section 20.11) (the “Forced Exercise Triggering EventPrice”), then the Company shall have the right, in its sole discretion and upon written notice given at any time within ) for twenty (20) days consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the initial occurrence last Trading Day of the Forced Exercise Triggering Event Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) delivered consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Holder, Forced Exercise Price as the case maybe (“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to cash exercise this Warrant with respect an amount equal to one fifth (1/5th) the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore the Holder shall have the right to reduce the number of Warrant Shares that represents up shares of Common Stock the Company has forced the Holder to exercise hereunder during the lesser Forced Exercise Period by such number of (i) one-half (1/2) shares of the Warrant Shares originally subject to this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company does shall not deliver a Forced Exercise Notice within such twenty (20) day period. (b) Within ten (10) business days following have the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”), right to force the Holder shall make payment to exercise this Warrant, in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Price for the number of Warrant Shares being exercised as set forth whole or in the Forced Conversion Notice. If the Holder does not deliver the Exercise Price in full, as set forth in the Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no longer be exercisable with respect to the portion of the Warrant Shares set forth in such Forced Conversion Notice that were not exercisedpart.