Common use of Forced Exercise Clause in Contracts

Forced Exercise. At 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 Trading Days (the “Forced Exercise Trigger”), 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 right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant 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 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 remains 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. At (i) If at any time following the Issue Date of this WarrantEffective Date, if (A) the closing price Closing Bid Price of the Company’s Common Stock on is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Trading Market equals or exceeds 300% like after the Initial Exercise Date) (the “Trigger Price”) for a period of the Exercise Price then in effect for any twenty ten (2010) 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 TriggerMeasuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right, exercisable on one or more occasions, right to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant as designated in a Forced Exercise Notice (eachas defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, provided that (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2) no any Forced Exercise Trigger has occurred 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 five (5) Trading Day period immediately prior to commencing on and including the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Notice Date and ending on and including the Forced Exercise Date”). The Company may exercise its right to require a Forced Exercise exercise of this Warrant under this Section 2(f) by delivering a written notice thereof, on one or more occasions, thereof by electronic mail facsimile and overnight courier to all of the Holders Holder and the Transfer Agent (each, a the “Forced Exercise Notice” and, and the date thereof, each a such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) on a no later than two (2) Trading Days after the applicable Forced Exercise Eligibility Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date 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, (B) 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 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 Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Notice shall specify (i) the portion of the Warrant subject to the Forced Exerciseeither be effected as a cash exercise or on a cashless basis, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer than ten (10) Business Days from at 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 Exercise Notice will be invalid)sole discretion. 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 Notwithstanding anything to the Forced Exercise Notice that remains unexercised as of contrary, no such redemption under this Section shall result in any Holder exceeding 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 HolderBeneficial Ownership Limitation.

Forced Exercise. At any time following i. Subject to the Issue Date of this WarrantPurchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), if in the closing price event that the daily VWAP of the Company’s Common Stock on (as reported by the Eligible Trading Market equals or exceeds 300% of on which the Exercise Price then in effect Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for any stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (the “Forced Exercise TriggerPricing Period”), the Company shall have the right, exercisable on one or more occasionsupon prior written notice to the Holder (“Forced Exercise Notice”), to require the Holder to exercise on a cash basis compel all or any portion of the then-outstanding a portion of this Warrant to be exercised on or prior the date (each, a “Forced ExerciseExercise Date”)) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (110) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by Trading Days following the Holder)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 (2) no must deliver any Forced Exercise Trigger has occurred in the Notice within five (5) Trading Day Days following the last day of any Pricing Period. The period immediately prior from the date of the Forced Exercise Notice to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility DateDate shall be referred to herein as the “Post-Notice Period”). The If the Company may intends to force exercise of less than all of the 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 Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to require a Forced Exercise under force exercise of this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty-five (35) by delivering a written notice thereof, on one or more occasions, by electronic mail consecutive Trading Days immediately preceding such Post-Notice Period there fails to all of the Holders (each, a exist “Forced Exercise NoticeEffective Registration”. “Effective Registration” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify mean (i) the portion resale of all Registrable Securities (as defined in the Warrant subject to the Forced Exercise, (iiRegistration Rights Agreement) 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 is covered 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 Exercise Notice will be invalid). The Holder shall have the duration of the Forced Exercise Period to exercise such portion of the Warrant effective registration statement in accordance with the terms hereofof the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the 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 portion 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 this Warrant subject to shares of Common Stock shall have been duly authorized and reserved for issuance as required by the Forced Exercise Notice that remains unexercised as terms of the expiration Transaction Documents; and (v) none 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 any direct or indirect subsidiary of the HolderCompany is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document.

Forced Exercise. At (a) If, for any time following consecutive ten (10) trading day period during the Issue Date of this WarrantExercise Period, if the closing price Closing Sale Price of the Company’s Common Stock on the Trading Market equals is equal to or exceeds 300% of the Exercise Price then in effect for greater than $0.85 (subject to any twenty (20adjustment pursuant to Section 2) consecutive Trading Days (the “Forced Exercise TriggerTriggering Event”), 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 in its sole discretion and upon written notice given at any portion time within twenty (20) days of the then-outstanding portion initial occurrence 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 Triggering Event (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 right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and”) 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 date thereof, each Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a “Forced Exercise Notice Datewithin such twenty (20) day period. (b) Within ten (10) business days following the delivery of the Forced Conversion Notice (the “Forced Conversion Payment Deadline”) on a ), 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 Eligibility Date. Each Price in full, as set forth in the Forced Exercise Notice Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall specify (i) no longer be exercisable with respect to the portion of the Warrant 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, Shares set forth in whole or in part, such Forced 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 Conversion Notice that remains 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 Holderwere not exercised.

Forced Exercise. At any time following If the Issue Date of this WarrantForced Exercise Trigger occurs, if then the closing price of Company may, at its sole discretion, deliver written notice to the Company’s Common Stock on the Trading Market equals or exceeds 300% of the Exercise Price then in effect for any twenty Holder (20) consecutive Trading Days (the a “Forced Exercise TriggerNotice”), the Company shall have the right, exercisable on one or more occasions, to require ) requiring the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant (each, 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 (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2i) no Forced Exercise Trigger has occurred in will be effected unless the five (5) Equity Conditions are satisfied on each Trading Day period immediately prior to the applicable date of determination (each such applicable datefrom, a “Forced Exercise Eligibility Date”). The Company may exercise its right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” andand including, the date thereof, each a “of the Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) until the portion of corresponding Warrant Shares are delivered by the Warrant subject to the Forced ExerciseCompany, (ii) if the applicable Company receives a Notice of Exercise Priceprior 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, (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 if 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 delivers a Forced Exercise Notice will be invalid). The Holder shall have with respect to less than the duration of entire Warrant, 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 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 the Holder exercised pursuant to any voluntary Notices of Exercise delivered prior to the Forced Exercise Date. The Forced Exercise shall be effective as of the date the Forced Exercise Notice that remains unexercised 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) 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 expiration median daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market during the twenty (20) Trading Day period ending on the Trading Day immediately preceding the date of the delivery of the Forced Exercise Period shall automatically cancelledNotice, terminated and of no further force or effect, without the need for any further action by (ii) the Company may not deliver more than one Forced Exercise Notice, whether a Forced Exercise Notice with respect to this Warrant or the Holdera Forced Exercise Notice with respect to any other SPA Warrants, in any rolling forty-five (45) calendar day period.

Forced Exercise. At any time following i. Subject to the Issue Date of this WarrantPurchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), if in the closing price event that the daily VWAP of the Company’s Common Stock on (as reported by the Trading Market equals or exceeds 300% on which the Common Stock is traded) is greater than $0.80 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of the Exercise Price then in effect for any twenty (20) consecutive Trading Days (the “Forced Exercise TriggerPricing Period”), the Company shall have the right, exercisable on one or more occasionsupon prior written notice to the Holder (“Forced Exercise Notice”), to require the Holder to exercise on a cash basis compel all or any portion of the then-outstanding a portion of this Warrant to be exercised on or prior the date (each, a “Forced ExerciseExercise Date”)) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (110) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by Trading Days following the Holder)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 (2) no must deliver any Forced Exercise Trigger has occurred in the Notice within five (5) Trading Day Days following the last day of any Pricing Period. The period immediately prior from the date of the Forced Exercise Notice to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility DateDate shall be referred to herein as the “Post-Notice Period”). ii. The Notwithstanding anything to the contrary herein, the Company may exercise shall be prohibited from exercising its right to require a Forced Exercise under force exercise of this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) by delivering a written notice thereof, on one or more occasions, by electronic mail consecutive Trading Days immediately preceding such Post-Notice Period there fails to all of the Holders (each, a exist “Forced Exercise NoticeEffective Registration”. “Effective Registration” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify mean (i) the portion resale of all Underlying Shares (as defined in the Warrant Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to the Forced Exercise, any suspension or stop orders; (ii) the applicable Exercise Price, 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 deadline Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for exercise (which shall be no fewer than ten (10) Business Days from the Holder’s receipt of listing prior to issuance, on such noticeTrading Market, the “Forced Exercise Period”) 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) a certification the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the Company that no Equity Conditions Failure exists as terms of the date thereof Transaction Documents; (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 Exercise Notice will be invalid). The Holder shall have the duration v) none 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 remains 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 any direct or indirect subsidiary of the HolderCompany is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

Forced Exercise. At any time following i. Subject to the Issue Date provisions of Section 2(d) or Section 2(e) and this WarrantSection 2(f), if if, after the closing price Initial Exercise Date, (i) the VWAP of the Company’s Common Stock on for each of seven (7) consecutive Trading Days (the “Measurement Period,” which seven (7) consecutive Trading Market equals or Day period shall not have commenced until after the effective date of the Registration Statement) exceeds 300135% of the Exercise Price then in effect 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 twenty (20) consecutive Trading Days (information that constitutes, or might constitute, material non-public information which was provided by the “Forced Exercise Trigger”)Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company shall have the right, exercisable on within one or more occasions(1) Trading Day of the end of such Measurement Period (the “Forced Exercise Eligibility Date”), to require the Holder to exercise on a cash basis all or any portion this Warrant into up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to 25% of the then-outstanding portion of this 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 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”), 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 right to require a Forced Exercise under this Section 2(f2(f)(i) by delivering a written notice thereof, on one at one, or more occasionstimes, by electronic mail to all all, but not less than all, of the Holders holders of the Warrants (each, a “Forced Exercise Notice” and”, 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 Company on the Forced Exercise Notice Date, mutatis mutandis. Each Forced Exercise Notice shall specify be irrevocable. Each Forced Exercise Notice shall state (i) the portion of the Warrant subject to Trading Day selected for the Forced ExerciseExercise in accordance with this Section 2(f)(i), which Trading Day shall be the second (2nd) Trading Day following the applicable Forced Exercise Notice Date (each, a “Forced Exercise Date”), (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 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 aggregate portion of this Warrant subject to the Forced Exercise Notice that remains 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 from

Forced Exercise. At (i) If at any time following the Issue Date of this WarrantEffective Date, if (A) the closing price Closing Bid Price of the Company’s Common Stock on is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Trading Market equals or exceeds 300% like after the Initial Exercise Date) (the “Trigger Price”) for a period of the Exercise Price then in effect for any twenty ten (2010) 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 TriggerMeasuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right, exercisable on one or more occasions, right to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant as designated in an Forced Exercise Notice (eachas defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, provided that (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2) no any Forced Exercise Trigger has occurred 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 five (5) Trading Day period immediately prior to commencing on and including the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Notice Date and ending on and including the Forced Exercise Date”). The Company may exercise its right to require a Forced Exercise exercise of this Warrant under this Section 2(f) by delivering a written notice thereof, on one or more occasions, thereof by electronic mail facsimile and overnight courier to all of the Holders Holder and the Transfer Agent (each, a the “Forced Exercise Notice” and, and the date thereof, each a such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) on a no later than two (2) Trading Days after the applicable Forced Exercise Eligibility Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date 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, (B) 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 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 Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Notice shall specify (i) the portion of the Warrant 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) effected as 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 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 remains 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 Holdercash exercise.

Forced Exercise. At any time following 15.1 Subject to the Issue Date of this WarrantPurchase Agreement and subject to the terms set forth herein (including without limitation subsection 2.4(i) above and subsection 15.2 below), if in the event that the closing sale price of the Company’s 's Common Stock on (as reported by the Trading Market equals or exceeds 300% Nasdaq Stock Market) is greater than $10.00 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period ("Pricing Period") of the Exercise Price then in effect for any twenty (20) consecutive Trading Days (the “Forced Exercise Trigger”)Days, the Company shall have the right, exercisable on one or more occasionsupon prior written notice to the Holder ("Forced Exercise Notice"), to require the Holder to exercise on a cash basis compel all or any portion of the then-outstanding a portion of this Warrant to be exercised on or prior the date (each, a “"Forced Exercise”)Exercise Date") specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (110) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by Trading Days following the Holder)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 (2) no must deliver any Forced Exercise Trigger has occurred in the Notice within five (5) Trading Day Days following the last day of any Pricing Period. The period immediately prior from the Forced Exercise Notice Date to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Date”)Date shall be referred to herein as the "Post-Notice Period". The If the Company may intends to force exercise of less than all of all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. 15.2 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to require a Forced Exercise under force exercise of this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) by delivering a written notice thereof, on one or more occasions, by electronic mail consecutive Trading Days immediately preceding such Post-Notice Period there fails to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Dateexist "Effective Registration". Each Forced Exercise Notice "Effective Registration" shall specify mean (i) the portion resale of all Registrable Securities (as defined in the Warrant subject to the Forced Exercise, (iiInvestor Rights Agreement) 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 is covered 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 Exercise Notice will be invalid). The Holder shall have the duration of the Forced Exercise Period to exercise such portion of the Warrant effective registration statement in accordance with the terms hereofof the Investor Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the 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 portion 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 this Warrant subject to shares of Common Stock shall have been duly authorized and reserved for issuance as required by the Forced Exercise Notice that remains unexercised as terms of the expiration Agreements; and (v) none 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 any direct or indirect subsidiary of the HolderCompany is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any Related Documents.

Forced Exercise. At Notwithstanding anything herein to the contrary, if at any time following the Issue date which is nine (9) months following the Closing 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 VWAP for any twenty (20) 20 out of 30 consecutive Trading Days (such 30 Trading Day period being the “"Threshold Period") exceeds $1.125 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a "Forced Exercise Trigger”)Notice" and the date such notice is delivered to the Holder, the Company shall have the right, exercisable on one or more occasions, "Forced Exercise Notice Date") to require cause the Holder to exercise this Warrant, in whole or in part, as specified in such Forced Exercise Notice ("Forced Exercise") on or prior to the tenth Trading Day following the Holder's receipt of such Forced Exercise Notice (such date, the "Forced Exercise Date"). The Company may not deliver a cash basis Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless 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 belowin the Notes) then exists are met (unless waived in writing by the Holder), ) on each Trading Day occurring during the applicable Threshold Period through and (2) no including the later of the Forced Exercise Trigger has occurred in Date and the five (5) Trading Day period immediately prior after the date such Warrant Shares pursuant to such exercise are delivered to the applicable date Holder (except clause (xii) of determination (each such applicable date, a “the Equity Conditions shall apply only during the Threshold Period). Any Forced Exercise Eligibility Date”)shall be applied ratably to all holders of Warrants based on their original number of Warrant Shares 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 hereunder if only a portion of this Warrant is subject to Forced Exercise hereunder. The Company may exercise its right to require For purposes of clarification, a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail shall be subject to all of the Holders (eachprovisions of Section 2, a “including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. If any Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant subject cannot be effected due to the Forced ExerciseBeneficial Ownership Limitation, (ii) then the applicable Exercise Price, (iii) the deadline for exercise (which Holder 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 furnish 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 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 calculation showing that remains 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 Holdersuch Beneficial Ownership Limitation would otherwise be exceeded.

Forced Exercise. At any time following i. Subject to the Issue Date of this WarrantPurchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), if in the closing price event that the daily VWAP of the Company’s Common Stock on (as reported by the Trading Market equals or exceeds 300% on which the Common Stock is traded) is greater than $1.20 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of the Exercise Price then in effect for any twenty (20) consecutive Trading Days (the “Forced Exercise TriggerPricing Period”), the Company shall have the right, exercisable on one or more occasionsupon prior written notice to the Holder (“Forced Exercise Notice”), to require the Holder to exercise on a cash basis compel all or any portion of the then-outstanding a portion of this Warrant to be exercised on or prior the date (each, a “Forced ExerciseExercise Date”)) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (110) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by Trading Days following the Holder)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 (2) no must deliver any Forced Exercise Trigger has occurred in the Notice within five (5) Trading Day Days following the last day of any Pricing Period. The period immediately prior from the date of the Forced Exercise Notice to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility DateDate shall be referred to herein as the “Post-Notice Period”). ii. The Notwithstanding anything to the contrary herein, the Company may exercise shall be prohibited from exercising its right to require a Forced Exercise under force exercise of this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) by delivering a written notice thereof, on one or more occasions, by electronic mail consecutive Trading Days immediately preceding such Post-Notice Period there fails to all of the Holders (each, a exist “Forced Exercise NoticeEffective Registration”. “Effective Registration” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify mean (i) the portion resale of all Underlying Shares (as defined in the Warrant Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to the Forced Exercise, any suspension or stop orders; (ii) the applicable Exercise Price, 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 deadline Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for exercise (which shall be no fewer than ten (10) Business Days from the Holder’s receipt of listing prior to issuance, on such noticeTrading Market, the “Forced Exercise Period”) 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) a certification the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the Company that no Equity Conditions Failure exists as terms of the date thereof Transaction Documents; (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 Exercise Notice will be invalid). The Holder shall have the duration v) none 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 remains 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 any direct or indirect subsidiary of the HolderCompany is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

Forced Exercise. At any time following 15.1 Subject to the Issue Date of this WarrantPurchase Agreement and subject to the terms set forth herein (including without limitation subsection 2.4(i) above and subsection 15.2 below), if in the event that the closing sale price of the Company’s 's Common Stock on (as reported by the Trading Market equals or exceeds 300% Nasdaq Stock Market) is greater than $7.35 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period ("Pricing Period") of the Exercise Price then in effect for any twenty (20) consecutive Trading Days (the “Forced Exercise Trigger”)Days, the Company shall have the right, exercisable on one or more occasionsupon prior written notice to the Holder ("Forced Exercise Notice"), to require the Holder to exercise on a cash basis compel all or any portion of the then-outstanding a portion of this Warrant to be exercised on or prior the date (each, a “"Forced Exercise”)Exercise Date") specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (110) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by Trading Days following the Holder)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 (2) no must deliver any Forced Exercise Trigger has occurred in the Notice within five (5) Trading Day Days following the last day of any Pricing Period. The period immediately prior from the Forced Exercise Notice Date to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Date”)Date shall be referred to herein as the "Post-Notice Period". The If the Company may intends to force exercise of less than all of all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. 15.2 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to require a Forced Exercise under force exercise of this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) by delivering a written notice thereof, on one or more occasions, by electronic mail consecutive Trading Days immediately preceding such Post-Notice Period there fails to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Dateexist "Effective Registration". Each Forced Exercise Notice "Effective Registration" shall specify mean (i) the portion resale of all Registrable Securities (as defined in the Warrant subject to the Forced Exercise, (iiInvestor Rights Agreement) 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 is covered 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 Exercise Notice will be invalid). The Holder shall have the duration of the Forced Exercise Period to exercise such portion of the Warrant effective registration statement in accordance with the terms hereofof the Investor Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the 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 portion 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 this Warrant subject to shares of Common Stock shall have been duly authorized and reserved for issuance as required by the Forced Exercise Notice that remains unexercised as terms of the expiration Agreements; and (v) none 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 any direct or indirect subsidiary of the HolderCompany is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any Related Documents.

Forced Exercise. At (i) If at any time following the Issue Date of this WarrantEffective Date, if (A) the closing price Closing Bid Price of the Company’s Common Stock on is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Trading Market equals or exceeds 300% like after the Initial Issue Date) (the “Trigger Price”) for a period of the Exercise Price then in effect for any twenty ten (2010) 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 TriggerMeasuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right, exercisable on one or more occasions, right to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant as designated in a Forced Exercise Notice (eachas defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, provided that (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2) no any Forced Exercise Trigger has occurred 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 five (5) Trading Day period immediately prior to commencing on and including the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Notice Date and ending on and including the Forced Exercise Date”). The Company may exercise its right to require a Forced Exercise exercise of this Warrant under this Section 2(f) by delivering a written notice thereof, on one or more occasions, thereof by electronic mail facsimile and overnight courier to all of the Holders Holder and the Transfer Agent (each, a the “Forced Exercise Notice” and, and the date thereof, each a such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) on a no later than two (2) Trading Days after the applicable Forced Exercise Eligibility Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date 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, (B) 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 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 Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Notice shall specify (i) the portion of the Warrant subject to the Forced Exerciseeither be effected as a cash exercise or on a cashless basis, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer than ten (10) Business Days from at 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 Exercise Notice will be invalid)sole discretion. 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 Notwithstanding anything to the Forced Exercise Notice that remains unexercised as of contrary, no such redemption under this Section shall result in any Holder exceeding 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 HolderBeneficial Ownership Limitation.

Forced Exercise. At If the Forced Exercise Trigger occurs, then the Company may, at its sole discretion, deliver written notice to the Holder (a “Forced Exercise Notice”) requiring the Holder to exercise all or any time following the Issue Date portion of this WarrantWarrant (a “Forced Exercise”) (i) for cash, if at the closing price 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 Company’s Common Stock 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 Market equals or exceeds 300% Day from the date of the Forced Exercise Price then in effect for Notice until the corresponding Warrant Shares are delivered by the Company, (y) if the Company receives a Notice of Exercise prior to the date the Company delivers a Forced Exercise Notice and any twenty 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 (20z) consecutive Trading Days 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 the Holder exercised pursuant to any voluntary Notices of Exercise delivered prior to the 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 TriggerDate”), and the Company shall have deliver the right, exercisable on one or more occasions, to require applicable Warrant Shares as if the Holder to exercise had delivered a Notice of 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 Date using the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility Date”)settlement method. The Company may exercise its right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on not deliver more than one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant subject to the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer than in any rolling 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 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 remains 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 HolderTrading Day period.

Forced Exercise. At any time following Subject to the Issue provisions of Section 2(d) and this Section 2(f), if, after the Effective Date the VWAP for each 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) 20 consecutive Trading Days (the “Forced Measurement Period”, which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 150% of the then Exercise TriggerPrice (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “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 shall have may, within one Trading Day of the rightend of such period, exercisable on one or more occasions, to require the Holder to call for exercise on a cash basis of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”). To exercise this right, the then-outstanding Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant (each, a “Forced Exercise”), provided that (1) no Equity Conditions Failure 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 exists (unless waived in writing by the Holder), and (2) no Forced Exercise Trigger has occurred in then 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 Holder must exercise its right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant 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 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 remains unexercised as such Call Notice, and if any part of the expiration 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 Forced 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 terms of this Warrant all Notices of Exercise Period delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall automatically cancelled, terminated be effective as to all Warrant Shares and of no further force or effect, without the need prospectus thereunder available for any further action use by the Company Holder for the resale of all 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. The Company’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise. At any time following i. Subject to the Issue Date of this WarrantPurchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), if in the closing price event that the daily VWAP of the Company’s Common Stock on (as reported by the Trading Market equals or exceeds 300% on which the Common Stock is traded) is greater than $0.60 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of the Exercise Price then in effect for any twenty (20) consecutive Trading Days (the “Forced Exercise TriggerPricing Period”), the Company shall have the right, exercisable on one or more occasionsupon prior written notice to the Holder (“Forced Exercise Notice”), to require the Holder to exercise on a cash basis compel all or any portion of the then-outstanding a portion of this Warrant to be exercised on or prior the date (each, a “Forced ExerciseExercise Date”)) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (110) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by Trading Days following the Holder)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 (2) no must deliver any Forced Exercise Trigger has occurred in the Notice within five (5) Trading Day Days following the last day of any Pricing Period. The period immediately prior from the date of the Forced Exercise Notice to the applicable date of determination (each such applicable date, a “Forced Exercise Eligibility DateDate shall be referred to herein as the “Post-Notice Period”). ii. The Notwithstanding anything to the contrary herein, the Company may exercise shall be prohibited from exercising its right to require a Forced Exercise under force exercise of this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) by delivering a written notice thereof, on one or more occasions, by electronic mail consecutive Trading Days immediately preceding such Post-Notice Period there fails to all of the Holders (each, a exist “Forced Exercise NoticeEffective Registration”. “Effective Registration” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify mean (i) the portion resale of all Underlying Shares (as defined in the Warrant Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to the Forced Exercise, any suspension or stop orders; (ii) the applicable Exercise Price, 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 deadline Underlying Shares are listed or quoted on a Trading Market, such Underlying Shares are listed, or approved for exercise (which shall be no fewer than ten (10) Business Days from the Holder’s receipt of listing prior to issuance, on such noticeTrading Market, the “Forced Exercise Period”) 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) a certification the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the Company that no Equity Conditions Failure exists as terms of the date thereof Transaction Documents; (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 Exercise Notice will be invalid). The Holder shall have the duration v) none 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 remains 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 any direct or indirect subsidiary of the HolderCompany is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

Forced Exercise. At any time following In the Issue Date event that the Closing Sale Price per share 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 thirty dollars ($30) (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 (the “Forced Exercise Trigger”), 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 right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant 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 noticeperiod, the “Forced Exercise Period”) and (iv) a certification by ), then the Company that no Equity Conditions Failure exists as of may, at its sole discretion, if the date thereof (or specifying any such Equity Conditions Failure that then exists, with an acknowledgement that unless such Equity Conditions are waivedthen satisfied, provide written notice, in whole or 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 not in part, such ) (the “Forced Exercise Notice will be invalid). The Holder shall have Notice”) no later than the duration fifth (5th) Business Day following the last Trading Day of the Forced Exercise Period Period. The date of exercise with respect to any such forced exercise such portion 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 in accordance with the terms hereof, and any portion of this Warrant subject Shares issuable pursuant to the Forced Exercise Notice that remains unexercised as of (the expiration “Forced Exercise Warrant Shares”) is available for the issuance or resale of the Forced Exercise Period Warrant Shares, then the forced exercise shall automatically cancelledbe 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, terminated 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 no further force 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 effectnotice of a Cashless Exercise, without if applicable) on or prior to the need 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 the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder 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 further action 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 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 (1) product of: (A) the aggregate number of shares of Common Stock originally 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) 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 or may not exercise its right to require the HolderHolder to exercise this Warrant more than once in any thirty (30) day period.”

Forced Exercise. At any time following (i) If the Issue Date price per share of this Warrant, if Common Stock is equal to or greater than the volume-weighted average closing price of $3.50 for any ten (10) consecutive trading-day period (the end of any such period, the “Exercise Trigger Date”) at any time after the Issue Date, the Company’s Common Stock , at its option, may elect to force Holders to exercise the Warrants then outstanding into Warrant Shares, in whole or in part on the Trading Market equals or exceeds 300% of the a pro-rata basis by delivering a notice to each Holder no later than fifteen (15) days following such Exercise Price then Trigger Date as provided in effect for any twenty (20Section 4.5(b)(ii) consecutive Trading Days below (the “Forced Exercise TriggerNotice”). 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 Warrant Agent for exercise after twenty (20) days following the Delivery Date shall be cancelled and all rights of the Holders with respect to such Warrants shall terminate. (iii) Notwithstanding anything to the contrary in this Section 4.5(b), 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 right to require not provide a Forced Exercise under Notice pursuant to this Section 2(f) by delivering 4.5 at any time at which the Warrants are not currently exercisable as a written notice thereof, on one or more occasions, by electronic mail to all result of the Holders (eachapplication of either Section 4.5(c) or Section 4.6. If, a “Forced Exercise Notice” and, during the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant 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 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 period between the Forced Exercise Notice that remains unexercised and the Delivery Date, the Warrants become not currently exercisable as a result of the expiration application of either Section 4.5(c) or Section 4.6, the Forced Exercise Period Delivery Date shall automatically cancelled, terminated be extended and of no further force or effect, without deemed to be the need for any further action by the Company or the Holdertenth business day after such restriction on exercise lapses.

Forced Exercise. At any time following If (1) (i) the Issue Date of this Warrant, if the closing price arithmetic average of the Company’s Weighted Average Prices of the Common Stock for the ten (10) consecutive Trading Days ending on the Trading Market equals or Day immediately preceding the Initial Exercisability Date exceeds 300125% of the Exercise Price then in effect for any twenty on the Issuance Date or (20ii) consecutive Trading Days on the 216th day following the Issuance Date, the Market Price calculated as of such date exceeds the Exercise Price on the Issuance Date (the “each, a "Forced Exercise Trigger”)Event") and (2) there is not then an Equity Conditions Failure, the Company shall have the right, exercisable on one or more occasions, right to require the Holder to exercise on a cash basis all or any portion of the then-outstanding unexercised portion of this Warrant Warrant, in each case as designated in a Forced Exercise Notice (each, a “Forced Exercise”as defined below), provided that (1into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1(a) no Equity Conditions Failure hereof at the Exercise Price as of the Forced Exercise Date (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 dateeach, a “"Forced Exercise Eligibility Date”Exercise"). The Company may exercise its right to require a Forced Exercise under this Section 2(f5 by delivering, by not later than two (2) by delivering Trading Days following the occurrence of the applicable Forced Exercise Event, a written notice thereofthereof by facsimile and overnight courier to all, on one or more occasionsbut not less than all, by electronic mail to of the holders of the SPA Warrants and the Transfer Agent (the "Forced Exercise Notice" and the date all of the Holders (each, a “Forced Exercise Notice” and, holders received such notice by facsimile is referred to as the date thereof, each a “"Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date"). Each The Forced Exercise Notice shall specify 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 portion of the Warrant subject to Trading Day selected for the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be no fewer not less than ten twelve (1012) Business Hours nor more than two (2) Trading Days from following 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 Exercise Notice will be invalid). The Holder shall have the duration of the Forced Exercise Period Notice by the Holder (the "Forced Exercise Date") and (B) the aggregate number of Warrant Shares subject to exercise such portion Forced Exercise from the Holder (the "Forced Exercise Share Number") and from all of the Warrant 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 accordance with excess of the terms hereofHolder Pro Rata Amount of the Forced Exercise Volume Limitation. Notwithstanding the foregoing, and 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 portion of this Warrant subject time prior to the Forced Exercise Notice Date, the Company shall provide the Holder a subsequent notice to that remains unexercised as of effect indicating that, unless the expiration of Holder waives the Equity Conditions, the Forced Exercise Period Notice shall automatically cancelled, terminated 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., without New York time, on the need for 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 Exercise Notice through the Forced Exercise Date. Upon an Equity Conditions Failure, the Holder may revoke any further action Exercise Notice delivered after the Forced Exercise Notice is received by the Company or Holder and the HolderCompany, within one (1) Business Day of such revocation, shall return the Aggregate Exercise Price applicable to any such Exercise Notice(s) to the Holder by wire transfer of immediately available funds and any SPA Warrants so exercised shall be deemed reinstated and returned to the Holders, if applicable.

Forced Exercise. At If at any time following from and after the Issue Issuance Date of this Warrant(the "Forced Exercise Eligibility Date"), if the closing price arithmetic average of the Company’s VWAP of the Common Stock on the Trading Market equals or exceeds 300% of the Exercise Price then in effect for any twenty (20) consecutive Trading Days during a consecutive twenty (20) Trading Day period that commences following the Forced Exercise Eligibility Date (the “"Forced Exercise Trigger”Measuring Period") equals or exceeds $5.00 (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the Issuance Date), the Company shall have the right, exercisable on one or more occasions, right to require the Holder to exercise on a cash basis all or any portion of the then-outstanding unexercised portion of this Warrant (eachWarrant, a “in each case as designated in the Forced Exercise”), provided that (1) no Equity Conditions Failure Exercise Notice (as defined below) then exists (unless waived into fully paid, validly issued and nonassessable shares of Common Stock in writing by accordance with Section 1 hereof at the Holder), and (2) no Exercise Price as of the Forced Exercise Trigger has occurred in the five Date (5as defined below) Trading Day period immediately prior to the applicable date of determination (each such applicable date, a “"Forced Exercise Eligibility Date”Exercise"). The Company may exercise its right to require a Forced Exercise under this Section 2(f) 5 by delivering within not more than two (2) Trading Days following the end of such Forced Exercise Measuring Period a written notice thereofthereof by facsimile and overnight courier to all, on one or more occasionsbut not less than all, by electronic mail to of the holders of Warrants and the Transfer Agent (the "Forced Exercise Notice" and the date all of the Holders (each, a “Forced Exercise Notice” and, holders received such notice by facsimile is referred to as the date thereof, each a “"Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date"). Each The Forced Exercise Notice shall specify be irrevocable. The Forced Exercise Notice shall state (iA) the portion of the Warrant subject to Trading Day selected for the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which Trading Day shall be no fewer sooner than ten twenty (1020) Business 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’s receipt Holder (the "Forced Exercise Share Number") and all of such noticethe 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 may not deliver more than two (2) Forced Exercise Period”Notices hereunder and a Forced Exercise Notice may not be delivered until at least thirty (30) and (iv) a certification by Trading Days after the Company that no Equity Conditions Failure exists as of immediately preceding Forced Exercise Date. Notwithstanding the date thereof (or specifying any such Equity Conditions Failure that then existsforegoing, with an acknowledgement that unless such Equity Conditions are waivednothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or in part, such on or prior to the Forced Exercise Notice will be invalid)Date. The Holder shall have Company covenants and agrees that it will honor all Exercise Notices tendered from the duration time of delivery 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 Notice through the Forced Exercise Notice that remains 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 HolderDate.

Forced Exercise. At any time following Subject to the Issue Date provisions of this WarrantSection 2(e), if the closing price and only if (i) a registration statement shall be effective as to all of the Company’s 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 equals or exceeds 300% for the last thirty (30) days, (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Exercise Price Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in effect 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 twenty event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (2030) consecutive Trading Days 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 “Forced Exercise Trigger”)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 restriction 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) days, then the Company shall have the right, exercisable on one or more occasions, right to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant equal to up to $250,000 of aggregate Exercise Price into Conversion Shares (each, a “Forced Exercise”), provided that ) on the thirtieth (130th) no Equity Conditions Failure day following the Initial Exercise Date (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 the “Forced Exercise Eligibility Date”), which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s number of Warrants; provided, however, that in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the issuance of 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 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 Section 2(f2(e) by delivering a written notice thereofthereof to all, on one or more occasionsbut not less than all, by electronic mail to all of the Holders holders of Warrants issued under the Purchase Agreement (eachsuch notice, a “Forced Exercise Notice” and, and the date thereof, each a “Forced Exercise Notice Date”) on a at least three (3) Trading Days prior to the Forced Exercise Eligibility Date. Each For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice shall specify 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 portion of Holder, the Warrant subject Company shall have no right to the effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (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) Company may deliver 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 Exercise Notice will be invalid). The Holder shall have the duration of on the Forced Exercise Period to exercise such portion of the Warrant in accordance with the terms hereof, and any portion of this Warrant subject Notice Date even though certain conditions to the Forced Exercise Notice that remains unexercised as of the expiration of may only be satisfied on the Forced Exercise Period Date, provided that the Forced Exercise shall automatically cancelled, terminated and remain contingent upon the satisfaction of no further force or effect, without such conditions on the need for any further action by Forced Exercise Date. If the Company or elects to cause a Forced Exercise of this Warrant pursuant to this Section 2(e), then the Holder.Company must simultaneously take the same action in the same proportion with respect to up to $250,000 of aggregate Exercise Price of the Warrants issued under the Purchase Agreement.]3 _______________ 3 Series 1 Warrant only

Forced Exercise. At any time twenty (20) Trading Days prior to the six (6) month anniversary of the Issuance Date (the "Eligibility Date"), the 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 Issue Forced Exercise Notice Date of this Warrant, (the "Forced Exercise Date"). The Company may only deliver a Forced Exercise Notice if the closing price each of the Company’s 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 on the Trading Market equals or exceeds 300% of the Exercise Price then in effect for any twenty (20) consecutive Trading Days occurring after the Issuance Date (the “"Forced Exercise Trigger”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 Forced Exercise Measuring Period is greater than 30% of the Forced Exercise Share Number (clauses (i) and (ii), the Company "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 right, exercisable on one or more occasions, to require the Holder to exercise on a cash basis all or any portion Forced Exercise Date if each of the then-outstanding portion of this Warrant following shall be true: (each, a “Forced Exercise”), provided that (1i) there is no Equity Conditions Failure (as defined belowunless the Holder has waived such Equity Conditions Failure) then exists and (unless ii) (A) the arithmetic average of the Weighted Average Price of the Common Stock shall exceed $2.55 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) for twenty (20) consecutive Trading Days immediately prior to the Forced Exercise Date (the "Forced Exercise Bring Down Measuring Period") and (B) 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 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 right to require a Forced Exercise under this Section 2(f) by delivering a written notice thereof, on one or more occasions, by electronic mail to all of the Holders (each, a “Forced Exercise Notice” and, the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. Each Forced Exercise Notice shall specify (i) the portion of the Warrant 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 Exercise Notice will be invalid)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 Holder shall have Company covenants and agrees that it will honor all Exercise Notices tendered from the duration time of delivery of the Forced Exercise Period to exercise such portion of Notice through the Warrant in accordance with Forced Exercise Date. Upon an Equity Conditions Failure, the terms hereof, and Holder may revoke any portion of this Warrant subject to Exercise Notice delivered after the Forced Exercise Notice that remains 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 is received by the Company or Holder and the HolderCompany, within one (1) Business Day of such revocation, shall return the Aggregate Exercise Price applicable to any such Exercise Notice(s) to the Holder by wire transfer of immediately available funds and any Warrants so exercised shall be deemed reinstated and returned to the Holders, if applicable.