Common use of Mandatory Exercise Clause in Contracts

Mandatory Exercise. (a) If (i) the Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150Company’s ADSs on the Trading Market equals or exceeds 300% of the initial Exercise Price (which is subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs that occur after the Issue Date of this Warrant) for ten (10) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as adjusted set forth in this Warrant) as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) pursuant to this Section 2(f). Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i)the ADSs are trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the ADSs on a Trading Market will continue uninterrupted for the then-foreseeable future), (ii) the Company gives written notice (issuance of the "Company Notice") Warrant Shares to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Holder pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the NYSE Rules and Regulations, (15iii) days after the holder's receipt Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, (iv) for each Trading Day in a period of twenty (20) consecutive Trading Days prior to the Mandatory Exercise Date, the daily trading volume for the ADSs on the Trading Market exceeds 300,000 ADSs per Trading Day subject to adjustment for forward and reverse stock splits and the like) and (v) there is effective registration statement registering, the resale of the Company NoticeWarrant Shares by the Holder. Prior to the issuance of any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, then (without limiting the Company's available remedies) (A) Holder shall have the obligations of holder under this Section 5 shall right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150on the Trading Market equals or exceeds 300% of the Exercise Purchase Price per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice Trading Days (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration or termination following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of all waiting periods the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (and any extensions thereofii) applicable the issuance of the Warrant Shares pursuant to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing this Section 2(d) to the Company Holder does not violate the limitations set forth in Section 2(f) of this Warrant, (iii) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (iv) for each Trading Day in a filing under period of twenty (20) consecutive Trading Days prior to the HSR Act is required applicable date in question, the daily trading volume for the Company’s Common Stock on the Trading Market exceeds 200,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150Company’s Ordinary Shares on the Trading Market equals or exceeds 300% of the Per Share Purchase Price (which such per share price is subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the Issue Date of this Warrant) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as adjusted set forth in this Warrant) as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) pursuant to this Section 2(f). Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i) either a registration statement covering the resale of the Warrant Shares is traded effective under the Securities Act, or all of the Warrant Shares issuable pursuant to this Warrant may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the Holder, (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise Ordinary Shares are trading on a Trading Market and all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock issuable pursuant to the terms Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of this the Ordinary Shares on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the issuance of the Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Shares pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the Nasdaq Market Rules and Regulations, (15iv) days after the holder's receipt Holder is not in possession of the Company Notice, then (without limiting any information provided by the Company's available remedies, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) for each Trading Day in a period of twenty (A20) consecutive Trading Days prior to the obligations Mandatory Exercise Date, the daily trading volume for the Ordinary Shares on the Trading Market exceeds 100,000 Ordinary Shares per Trading Day subject to adjustment for forward and reverse stock splits and the like). Prior to the issuance of holder under this Section 5 any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% of Company’s common stock on the Exercise Price Trading Market equals or exceeds $9.00 per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and Trading Days during any thirty (ii30) the Company gives written notice day period (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise 2. If the Warrants (including pursuant to this Section 5)have not been exercised by the Mandatory Exercise Date, (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price Warrants shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicablecancelled.

Mandatory Exercise. (a) If (i) In the Price of event the Common Stock is Ordinary Shares trade on the Trading Market at a volume weighted average price per share equal to or greater than 150200% of the Exercise Price for any thirty (30) consecutive Trading Days commencing six (6) months after the Issuance Date (the “Mandatory Exercise Measuring Period”), the Company may, at its election, require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as set forth in this Warrant) as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall specify (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock Mandatory Exercise shall occur (the “Mandatory Exercise Date”), and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”). The Holder shall have a period of thirty (30) days following the last day of the Mandatory Exercise Measuring Period (the “Mandatory Purchase Period”) to exercise this Warrant in accordance with this Section 2(f), but in no event later than the Termination Date. If the Holder does not exercise the Mandatory Exercise Amount prior to expiration of Mandatory Purchase Period, this Warrant shall terminate on the date immediately following the expiration of the Mandatory Purchase Period. Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i) either a registration statement covering the resale of the Warrant Shares is traded effective under the Securities Act, or all of the Warrant Shares issuable pursuant to this Warrant may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the Holder, (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise Ordinary Shares are trading on a Trading Market and all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock issuable pursuant to the terms Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of this the Ordinary Shares on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the issuance of the Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Shares pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the Nasdaq Market Rules and Regulations, (15iv) days after the holder's receipt Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) for each Trading Day in a period of thirty (30) consecutive Trading Days prior to the Mandatory Exercise Date, the daily trading volume for the Ordinary Shares on the Trading Market exceeds 100,000 Ordinary Shares per Trading Day (subject to adjustment for forward and reverse stock splits and the like) and the Ordinary Shares trade on the Trading Market at a volume weighted average price per share equal to or greater than 200% of the Company NoticeExercise Price. Prior to the issuance of any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, then (without limiting the Company's available remedies) (A) Holder shall have the obligations of holder under this Section 5 shall right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. If at any time from and after the date hereof, the closing price of the Company’s ADSs on the Trading Market equals or exceeds 300% of the initial Exercise Price (awhich is subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs that occur after the Issue Date of this Warrant) If for ten (10) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as set forth in this Warrant) as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, a written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), the Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) pursuant to this Section 2(f). Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i) the Price Warrant Shares issued upon the mandatory exercise are registered under the Securities Act , the ADSs are trading on a Trading Market and all of the Common Stock is greater than 150% shares issuable pursuant to the Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Exercise Price (as adjusted to reflect any stock splitADSs on a Trading Market will continue uninterrupted for the then-foreseeable future), combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof issuance of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Shares pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the NYSE Rules and Regulations, (15iii) days after the holder's receipt Holder is not in possession of the Company Notice, then (without limiting any information provided by the Company's available remedies, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (iv) for each Trading Day in a period of twenty (A20) consecutive Trading Days prior to the obligations Mandatory Exercise Date, the daily trading volume for the ADSs on the Trading Market exceeds 300,000 ADSs per Trading Day subject to adjustment for forward and reverse stock splits and the like). Prior to the issuance of holder under this Section 5 any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. If at any time from and after the date hereof, the closing price of the Company’s Common Stock on the Trading Market equals or exceeds 250% of the initial Exercise Price (a) If (i) the Price which is subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock is greater than 150% that occur after the Issue Date of this Warrant) for ten (10) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as adjusted set forth in this Warrant) as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassificationthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, recapitalizationwhich shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) pursuant to this Section 2(f). Notwithstanding anything to the contrary contained in this Section 2(f), exchangethe Company may only exercise its rights under this Section 2(f) if (i) a registration statement covering the resale of the Warrant Shares is effective under the Securities Act, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock(ii) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or, if required, quoted for trading on such Trading Market (iiand the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the Company gives written notice (issuance of the "Company Notice"Warrant Shares pursuant to this Section 2(f) to the holder hereof Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the satisfaction Nasdaq Market Rules and Regulations, (iv) the Holder is not in possession of any information provided by the condition Company, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) for each Trading Day in clause a period of twenty (i), then within fifteen (1520) days after consecutive Trading Days prior to the effective date of the Company NoticeMandatory Exercise Date, the holder hereof shall exercise all of daily trading volume for the Warrants. If required by this Section 5, Common Stock on the holder hereof agrees to exercise the Warrants, and to purchase Trading Market exceeds 60,000 shares of Common Stock pursuant per Trading Day subject to adjustment for forward and reverse stock splits and the like). Prior to the issuance of any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue to exercise this Warrant in accordance with terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. Subject to the 9.90% Restriction defined below, at any time commencing on the 2nd anniversary of the Initial Exercise Date and before the Termination Date, upon at least twenty (20) days (the “First Notice Period”) prior written notice (“First Notice”) from the Company to the Holder (which notice shall be sent to all (and not less than all) Holders receiving Warrants pursuant to the Purchase Agreement), the Company may cause the Holder to exercise the Warrant (“Mandatory Exercise Right”) on or prior to the date set forth in the First Notice, provided that (a) If (i) the Price of the Common Stock closing execution price is greater than 150% of the Exercise Threshold Trading Price (as adjusted hereinafter defined) each day during the period commencing seven consecutive Trading Days (as hereinafter defined) prior to reflect any stock splitthe date of such written notice and ending on the date of exercise of the Warrant by the Holder as specified in such written notice, combination(b) no Event of Default (as defined in the Note) has occurred or is continuing to occur (regardless of the existence of an opportunity to cure) during the First Notice Period and (c) a Registration Statement covering the Registrable Securities has been declared effective and remains in effect at such time; provided, reclassificationhowever, recapitalizationnothing herein shall prevent the Holder from exercising the Warrant at anytime during the First Notice Period. In the event the Holder does not exercise the Warrant on or prior to the date set forth in the First Notice, exchangethen the Company shall give the Holder another ten (10) day written notice (the “Second Notice Period”) noting the failure of the Holder to exercise the Warrant within the First Notice Period. If the Holder fails to exercise the Warrant within the Second Notice Period, stock dividend or other distribution payable in Common Stock with respect to the Warrant shall expire and shall not be exercisable for shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the . The Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees not have a Mandatory Exercise Right requiring a Holder to exercise the WarrantsWarrant so long as, and to purchase the extent that, the beneficial ownership of such Holder or any of its Affiliates would exceed 9.90% of the total number of the then issued and outstanding shares of Common Stock pursuant to the terms as a result of this Warrant Certificatesuch exercise (“9.90% Restriction”). If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company NoticeFor such purposes, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price beneficial ownership shall be made unless determined in the Company same manner as determined above in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to connection with the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable5% Restriction.

Mandatory Exercise. If at any time after the date of issuance of this Warrant (a) If (i) but only after the consummation of the Second Closing), the Closing Bid Price of the Common Stock is at a price greater than 150% of the Exercise Price or equal to $0.65 (as adjusted to reflect any for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockcombinations and the like occurring from and after the Issuance Date, the “Trigger Price”) for sixty twenty (6020) consecutive trading days in Trading Days and the principal market in which average daily dollar volume of the Common Stock during such twenty (20) consecutive Trading Days is traded and equal to or exceeds $1,000,000 (iisuch period being the “Trigger Period”), then (provided no Equity Conditions Failure shall have occurred or be continuing during such period) the Company gives written notice (shall have the "Company Notice") right to require the holder hereof Holder to exercise for cash all, but not less than all, of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise this Warrant for all of the Warrantsthen-remaining Warrant Shares as further set forth below. If required by this Section 5, the holder hereof agrees The Company may exercise its right to require exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but 17 (the purchase rights otherwise represented by this Warrant Certificate shall terminate“Mandatory Exercise Right”) on one occasion (or, (B) if the Holder delivers to the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act a Blocker Notice (as defined below), such number of additional occasions as necessary to permit a Mandatory Exercise with respect to the entire amount of Warrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) by delivering, within ten (10) Trading Days following the end of the Trigger Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date such notice by facsimile is deemed to be delivered in accordance with Section 9(f) of the Securities Purchase Agreement is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 17, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date, and (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure as of the Mandatory Exercise Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 17 to the contrary (but subject to the last sentence of this Section 17), if (I) the Closing Bid Price of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; provided that such holder (II) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $1,000,000; or (III) an Equity Conditions Failure occurs on any day since the occurrence of the Trigger Period, then the Mandatory Exercise Notice delivered to the Holder shall have certified be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall expire and no longer be exercisable. If the Company elects to cause a mandatory exercise of this Warrant pursuant to this Section 17, then it must simultaneously take the same action with respect to all of the other SPA Warrants, if any, held by any person other than Holder. Notwithstanding anything contained in writing this Section 17 to the contrary, an effort by the Company to exercise its right under this Section 17 shall be stayed to the extent the Holder delivers a written notice to the Company that a filing under the HSR Act is required and provided further stating that such holder exercise would result in a violation of Section 1(f) (a “Blocker Notice”), in which case the Company shall use its best efforts have the right to cause require the expiration or termination Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such waiting period amounts and from time to occur as promptly as practicabletime until fully exercised, subject to ongoing compliance with Section 1(f) hereof and subject to Holder’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date.

Mandatory Exercise. (a) If at any time from and after the Issuance Date (i) the Price VWAP of the Common Stock is greater than 150% of listed on the Exercise Price Principal Market equals or exceeds $1.00 (as adjusted subject to reflect any appropriate adjustments for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other distribution payable in Common Stock with respect to shares of Common Stocksimilar transactions after the Issuance Date) for sixty not less than ten (6010) consecutive trading days in Trading Days (the principal market in which the Common Stock is traded "Mandatory Exercise Measuring Period") and (ii) no Equity Conditions Failure (as defined below) has occurred (unless the Holder has waived such Equity Conditions Failure) as of such date (clauses (i) and (ii), the "Mandatory Exercise Conditions"), then the Company gives shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 by delivering within not more than two (2) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by facsimile and electronic mail to the Holder (the "Mandatory Exercise Notice" and the date that the Holder received such notice is referred to as the "Mandatory Exercise Notice Date"). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (x) state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the third Trading Day following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date") and (II) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 5 and (y) certify that the Mandatory Exercise Conditions have been satisfied. The Mandatory Exercise thereunder may only occur on the Mandatory Exercise Date if there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) during the ten (10) consecutive Trading Day period that occurs immediately prior to the Mandatory Exercise Date (the "Mandatory 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 Mandatory Exercise Date (the "Bring-Down Notice") ), which notice shall certify whether or not the Mandatory Exercise Bring-Down Conditions have been satisfied. If the Mandatory Exercise Bring-Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Mandatory Exercise Notice will be null and void, ab initio. Notwithstanding anything to the holder hereof of the satisfaction of the condition contrary in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, until the holder hereof agrees to exercise Mandatory Exercise has occurred, the WarrantsMandatory Exercise Amount may be exercised, and to purchase in whole or in part, by the Holder into shares of Common Stock pursuant to Section 1. The Company covenants and agrees that it will honor all Exercise Notices tendered from the terms time of delivery of the Mandatory Exercise Notice until the Mandatory Exercise has occurred. Unless otherwise indicated by the Holder, all Warrants exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the Mandatory Exercise Amount of this Warrant Certificaterequired to be exercised on the Mandatory Exercise Date. If Upon an Equity Conditions Failure, the holder has not fulfilled Holder may revoke any Exercise Notice delivered after the Mandatory Exercise Notice is received by the Holder, and the Company, 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. Delivery of any shares of Common Stock issuable pursuant to a Mandatory Exercise shall be made electronically to the Holder's or its obligations designee's balance account with DTC through its Deposit / Withdrawal at Custodian system in accordance with the provisions of Section 1 above. Notwithstanding anything to the contrary contained herein, if the Holder’s obligation to exercise this Warrant upon a Mandatory Exercise would result in the Holder exceeding the Maximum Percentage, the Holder shall still be required to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be made unless held in abeyance for the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject benefit of the Holder (without the right to dispose of or, to the expiration or termination of all waiting periods (and any extensions thereofextent available, vote such Distribution) applicable to exercise of until such holder's Warrants under time, if ever, as its right thereto would not result in the HSR Act (as defined below); provided that such holder shall have certified in writing to Holder exceeding the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableMaximum Percentage.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150% of on the Exercise Price Trading Market equals or exceeds $3.00 per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice Trading Days (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Common Stock on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) the Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 03, 06, 0 xxx 0 xxxxx xxxxxxxxx, (X) no xx further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150Company’s ADSs on the Trading Market equals or exceeds 300% of the initial Exercise Price (which is subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs that occur after the Issue Date of this Warrant) for ten (10) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as adjusted set forth in this Warrant) as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) pursuant to this Section 2(f). Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i)the ADSs are trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the ADSs on a Trading Market will continue uninterrupted for the then-foreseeable future), (ii) the Company gives written notice (the "Company Notice") to the holder hereof issuance of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Shares pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the NYSE Rules and Regulations, (15iii) days after the holder's receipt Holder is not in possession of the Company Notice, then (without limiting any information provided by the Company's available remedies, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (iv) for each Trading Day in a period of twenty (A20) consecutive Trading Days prior to the obligations Mandatory Exercise Date, the daily trading volume for the ADSs on the Trading Market exceeds 300,000 ADSs per Trading Day subject to adjustment for forward and reverse stock splits and the like). Prior to the issuance of holder under this Section 5 any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. (a) If (i) the Price of the Common Stock is greater than 150% of the Exercise Price $5.00 per share (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section SECTION 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 03, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. The Company shall have the option, subject to the Equity Conditions, to cause the Holder to exercise the Warrant (aa “Mandatory Exercise”) If in whole or in part upon written notice (“Mandatory Exercise Notice”). For purposes of this Warrant, “Equity Conditions” means: (i) no breach under any of the Price Transaction Documents shall have occurred, (ii) the last closing sale price of the Common Stock is has been equal to or greater than 150% $0.04 per share (subject to adjustments for splits, dividends, recapitalizations and similar events) for consecutive 10 Trading Days immediately prior to the date on which the Mandatory Exercise Notice is given to the Holder (the “10 Day Consecutive Period”), (iii) on each Trading Day during the 10 Day Consecutive Period, the total daily trading dollar volume was at least $250,000, and (iv) during each day of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in 10 Day Consecutive Period and through the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company NoticeMandatory Exercise shall occur, the holder hereof shall exercise all Company must have an effective registration statement with a current prospectus in compliance with Sections 5 and 10 of the Warrants. If required by this Section 5, Securities Act on file with the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock SEC pursuant to which the terms of this Warrant CertificateShares may be sold. If The Mandatory Exercise Notice shall specify a date, which shall not be less than 10 days from the holder has not fulfilled its obligations date such Mandatory Exercise Notice is received by the Holder on which such Mandatory Exercise shall occur. The Company’s right to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the require a Mandatory Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to and may be limited by Section 2(e) above.” To the expiration or termination extent any warrants (including, without limitation, the Warrants) held by the Investor already include the Mandatory Exercise Provision, the definition of all waiting periods Equity Conditions is amended to reduce the last closing sale price requirement under romanette (and any extensions thereofii) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.to:

Mandatory Exercise. (a) If at any time from and after the Issuance Date (i) the Price VWAP of the Common Stock is greater than 150% of listed on the Exercise Price Principal Market equals or exceeds $0.50 (as adjusted subject to reflect any appropriate adjustments for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other distribution payable in Common Stock with respect to shares of Common Stocksimilar transactions after the Issuance Date) for sixty not less than ten (6010) consecutive trading days in Trading Days (the principal market in which the Common Stock is traded "Mandatory Exercise Measuring Period") and (ii) no Equity Conditions Failure (as defined below) has occurred (unless the Holder has waived such Equity Conditions Failure) as of such date (clauses (i) and (ii), the "Mandatory Exercise Conditions"), then the Company gives shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 by delivering within not more than two (2) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by facsimile and electronic mail to the Holder (the "Mandatory Exercise Notice" and the date that the Holder received such notice is referred to as the "Mandatory Exercise Notice Date"). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (x) state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the third Trading Day following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date") and (II) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 5 and (y) certify that the Mandatory Exercise Conditions have been satisfied. The Mandatory Exercise thereunder may only occur on the Mandatory Exercise Date if there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) during the ten (10) consecutive Trading Day period that occurs immediately prior to the Mandatory Exercise Date (the "Mandatory 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 Mandatory Exercise Date (the "Bring-Down Notice") ), which notice shall certify whether or not the Mandatory Exercise Bring-Down Conditions have been satisfied. If the Mandatory Exercise Bring-Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Mandatory Exercise Notice will be null and void, ab initio. Notwithstanding anything to the holder hereof of the satisfaction of the condition contrary in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, until the holder hereof agrees to exercise Mandatory Exercise has occurred, the WarrantsMandatory Exercise Amount may be exercised, and to purchase in whole or in part, by the Holder into shares of Common Stock pursuant to Section 1. The Company covenants and agrees that it will honor all Exercise Notices tendered from the terms time of delivery of the Mandatory Exercise Notice until the Mandatory Exercise has occurred. Unless otherwise indicated by the Holder, all Warrants exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the Mandatory Exercise Amount of this Warrant Certificaterequired to be exercised on the Mandatory Exercise Date. If Upon an Equity Conditions Failure, the holder has not fulfilled Holder may revoke any Exercise Notice delivered after the Mandatory Exercise Notice is received by the Holder, and the Company, 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. Delivery of any shares of Common Stock issuable pursuant to a Mandatory Exercise shall be made electronically to the Holder's or its obligations designee's balance account with DTC through its Deposit / Withdrawal at Custodian system in accordance with the provisions of Section 1 above. Notwithstanding anything to the contrary contained herein, if the Holder’s obligation to exercise this Warrant upon a Mandatory Exercise would result in the Holder exceeding the Maximum Percentage, the Holder shall still be required to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be made unless held in abeyance for the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject benefit of the Holder (without the right to dispose of or, to the expiration or termination of all waiting periods (and any extensions thereofextent available, vote such Distribution) applicable to exercise of until such holder's Warrants under time, if ever, as its right thereto would not result in the HSR Act (as defined below); provided that such holder shall have certified in writing to Holder exceeding the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableMaximum Percentage.

Mandatory Exercise. Subject to the provisions of this Section 3(e), at any time and from time to time, the Company may give written notice (aa “Mandatory Exercise Notice”) If to the Holder of its intent to require a mandatory exercise of this Warrant. The Mandatory Exercise Notice may only be given by the Company if (i) the Price closing price of the Common Stock ADSs on NASDAQ, or if that is greater than 150not the principal trading market for the ADSs, such principal market on which the ADSs are traded or listed (the “Closing Market Price”), for each of the 20 consecutive Trading Days immediately prior to the Mandatory Exercise Notice Date (as hereinafter defined) has equaled or exceeded 400% of the Exercise Price Price, (as adjusted to reflect ii) an effective registration statement is on file with the Securities and Exchange Commission (“SEC”) covering the resale of the Warrant Shares issuable upon exercise of the Warrant, (iii) the Company certifies in the Mandatory Exercise Notice that the Company (A) is not engaged in any stock splitnegotiations, combinationand (B) has not entered into any agreement or arrangement, reclassificationin each case, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockany transaction that would constitute a Major Transaction and (iv) for sixty (60) consecutive trading days the Company certifies in the principal Mandatory Exercise Notice that an Event of Default (as defined in Section 11) has not occurred, and that the issuance of Shares upon the exercise of this Warrant will not violate, or be prohibited by, any applicable laws, the requirements of NASDAQ or any other trading market in on which the Common Stock is traded ADSs are traded, or any other provisions of this Warrant. Following receipt of a Mandatory Exercise Notice, the Holder shall be required to exercise the Warrant in full pursuant to the provisions of Section 3(a)(i) or 3(a)(ii) on or prior to the 30th Trading Day (the “Mandatory Exercise Date”) following the Mandatory Exercise Notice Date; provided, however, that the Holder shall not be required to exercise the Warrant, and the Mandatory Exercise Notice shall be of no further force and effect, if following delivery of the Mandatory Exercise Notice and prior to the Holder’s exercise of this Warrant (i) the Closing Market Price on any two Trading Dates (including the Mandatory Exercise Notice Date) falls below 400% of the Exercise Price, (ii) the Company gives written notice is required to deliver to the Holder a Major Transaction Notice, (iii) the Warrant Shares are no longer registered for resale pursuant to an effective registration statement or (iv) an Event of Default has occurred. In order to be effective, a Mandatory Exercise Notice must be sent to the Holder by overnight mail, with an advance copy sent by facsimile and e-mail (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees facsimile and e-mail transmission is referred to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5as “Mandatory Exercise Notice Date”), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. 1.2.1 Subject to Section 1.2.2, at any time following (a) If the date that is the 30th day after the later of the Company’s receipt of an Approvable Letter (ias defined below) for the Company’s LuViva product for cervical cancer and the date on which the Common Stock achieves an average Market Price for twenty (20) consecutive trading days of at least $1.30 with an average daily trading volume during such twenty (20) consecutive trading days of at least 25,000 shares, or (b) the date on which the average Market Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) 20 consecutive trading days in immediately prior to the principal market in which date of the Demand Notice (defined below) is at least $1.62 and the average daily trading volume of the Common Stock exceeds 25,000 shares for such 20 consecutive trading days, the Company may deliver notice to the Holder, pursuant to Section 7, demanding exercise of this Warrant by the Holder (such notice, a “Demand Notice”); provided, however, that if, in the case of either of the foregoing clauses (a) or (b), on such date, (i) there is traded and not an effective Registration Statement (as defined in the Registration Rights Agreement) registering, or no current prospectus available for, the resale of the Warrant Shares, or (ii) the Company gives written notice Warrant Shares are not then eligible to be sold without restriction under Rule 144 under the Securities Act, then the such date shall be delayed until the Market Price and trading volume requirements of clauses (a) or (b), as the "Company Notice"case may be, are first satisfied after such time that either (X) to there is an effective Registration Statement (as defined in the holder hereof Registration Rights Agreement) registering, and a current prospectus available for, the resale of the satisfaction Warrant Shares, or (Y) the Warrant Shares are eligible to be sold without restriction under Rule 144 under the Securities Act.. Upon receipt of a Demand Notice, the Holder shall, no later than five (5) Business Days after receipt of such notice, exercise this Warrant pursuant to Section 1.1. Should the Holder not so timely exercise this Warrant subsequent to its receipt of the condition in clause (i)Demand Notice as required hereinabove, then within fifteen (15) days after the effective date this Warrant shall thereupon, without any further action of the Company Noticeor the Holder, the holder hereof shall exercise all expire and have no further force or effect. For purposes of the Warrants. If required by this Section 51.2, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.an “

Mandatory Exercise. (a) If (i) In the Price of event the Common Stock is Ordinary Shares trade on the Trading Market at a volume weighted average price per share equal to or greater than 150300% of the Exercise Price for any thirty (30) consecutive Trading Days commencing six (6) months after the Issuance Date (the “Mandatory Exercise Measuring Period”), the Company may, at its election, require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as set forth in this Warrant) as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall specify (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock Mandatory Exercise shall occur (the “Mandatory Exercise Date”), and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”). The Holder shall have a period of thirty (30) days following the last day of the Mandatory Exercise Measuring Period (the “Mandatory Purchase Period”) to exercise this Warrant in accordance with this Section 2(f), but in no event later than the Termination Date. If the Holder does not exercise the Mandatory Exercise Amount prior to expiration of Mandatory Purchase Period, this Warrant shall terminate on the date immediately following the expiration of the Mandatory Purchase Period. Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i) either a registration statement covering the resale of the Warrant Shares is traded effective under the Securities Act, or all of the Warrant Shares issuable pursuant to this Warrant may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the Holder, (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise Ordinary Shares are trading on a Trading Market and all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock issuable pursuant to the terms Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of this the Ordinary Shares on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the issuance of the Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Shares pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the Nasdaq Market Rules and Regulations, (15iv) days after the holder's receipt Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) for each Trading Day in a period of thirty (30) consecutive Trading Days prior to the Mandatory Exercise Date, the daily trading volume for the Ordinary Shares on the Trading Market exceeds 100,000 Ordinary Shares per Trading Day (subject to adjustment for forward and reverse stock splits and the like) and the Ordinary Shares trade on the Trading Market at a volume weighted average price per share equal to or greater than 300% of the Company NoticeExercise Price. Prior to the issuance of any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, then (without limiting the Company's available remedies) (A) Holder shall have the obligations of holder under this Section 5 shall right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.4141 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts reverse stock splits and the like) per Trading Day. 1 Equals to cause 150% of the expiration or termination of such waiting period to occur as promptly as practicable.Exercise Price

Mandatory Exercise. (a) If at any time from and after the Issuance Date (i) the Price VWAP of the Common Stock is greater than 150% of listed on the Exercise Price Principal Market equals or exceeds $0.50 (as adjusted subject to reflect any appropriate adjustments for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other distribution payable in Common Stock with respect to shares of Common Stocksimilar transactions after the Issuance Date) for sixty not less than ten (6010) consecutive trading days in Trading Days (the principal market in which the Common Stock is traded "Mandatory Exercise Measuring Period") and (ii) no Equity Conditions Failure (as defined below) has occurred (unless the Holder has waived such Equity Conditions Failure) as of such date (clauses (i) and (ii), the "Mandatory Exercise Conditions"), then the Company gives shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 by delivering within not more than two (2) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by facsimile and electronic mail to the Holder (the "Mandatory Exercise Notice" and the date that the Holder received such notice is referred to as the "Mandatory Exercise Notice Date"). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (x) state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the third Trading Day following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date") and (II) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 5 and (y) certify that the Mandatory Exercise Conditions have been satisfied. The Mandatory Exercise thereunder may only occur on the Mandatory Exercise Date if there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) during the ten (10) consecutive Trading Day period that occurs immediately prior to the Mandatory Exercise Date (the "Mandatory 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 Mandatory Exercise Date (the "Bring-Down Notice") ), which notice shall certify whether or not the Mandatory Exercise Bring-Down Conditions have been satisfied. If the Mandatory Exercise Bring-Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Mandatory Exercise Notice will be null and void, ab initio. Notwithstanding anything to the holder hereof of the satisfaction of the condition contrary in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, until the holder hereof agrees to exercise Mandatory Exercise has occurred, the WarrantsMandatory Exercise Amount may be exercised, and to purchase in whole or in part, by the Holder into shares of Common Stock pursuant to Section 1. The Company covenants and agrees that it will honor all Exercise Notices tendered from the terms time of delivery of the Mandatory Exercise Notice until the Mandatory Exercise has occurred. Unless otherwise indicated by the Holder, all Warrants exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the Mandatory Exercise Amount of this Warrant Certificaterequired to be exercised on the Mandatory Exercise Date. If Upon an Equity Conditions Failure, the holder has not fulfilled Holder may revoke any Exercise Notice delivered after the Mandatory Exercise Notice is received by the Holder, and the Company, 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. Delivery of any shares of Common Stock issuable pursuant to a Mandatory Exercise shall be made electronically to the Holder's or its obligations designee's balance account with DTC through its Deposit / Withdrawal at Custodian system in accordance with the provisions of Section 1 above. Notwithstanding anything to the contrary contained herein, if the Holder’s obligation to exercise this Warrant upon a Mandatory Exercise would result in the Holder exceeding the Maximum Percentage, the Holder shall still be required to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be made unless held in abeyance for the Company benefit of the Holder until such time, if ever, as its right thereto would not result in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under Holder exceeding the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableMaximum Percentage.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150% on the Trading Market equals or exceeds $4.383 per share of Common Stock (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Common Stock in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Common Stock on the Trading Market exceeds 60,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) Notwithstanding the provisions of Section 2, at any time after May 5, 2000, the Closing Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) Stock for sixty a period of not less than thirty (6030) consecutive trading days is equal to or greater than the following "Trigger Prices" (subject to adjustment as set forth in Section 3(a)) for any of the principal market in following periods: Period Trigger Price May 7, 2000 to May 6, 2001 $6.25 May 7, 2001 to May 6, 2002 $7.75 May 7, 2002 to February 28, 2003 $9.25 (each such event being referred to herein as the "Triggering Event"), the Corporation may elect to cancel all Warrants that have not been exercised pursuant to Section 2 and that remain outstanding on or prior to the date that is 45 days from the Triggering Event (the "Final Exercise Date"), without compensation to the Holders for their loss. To invoke such mandatory exercise mechanism, the Company shall provide written notice to each Holder of Warrants, which notice shall be mailed no later than the Common Stock is traded 35th day before the Final Exercise Date, by registered mail, return receipt requested, which notice shall (i) state that a Triggering Event has occurred and inform the Holders of Warrants that the Company has elected to cancel all Warrants that have not been exercised on or prior to the Final Exercise Date, (ii) set forth the Company gives written notice (Purchase Price then in effect and the "Company Notice") to the holder hereof number of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms that may be purchased upon exercise of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to and (iii) inform the Holders that all Warrants that have not been exercised in compliance with Section 2 by the close of business on the Final Exercise Date shall automatically be canceled in accordance with this Section 5 within fifteen (15) days after the holder's receipt 9 and that all rights of the Company Notice, then (without limiting Holders of such Warrants as holders will cease with respect to such Warrants at such time. No failure to mail such notice nor any defect therein or in the Company's available remedies) (A) mailing thereof shall affect the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations validity of the Company under Sections 0proceedings for such mandatory exercise except as to a Holder (a) to whom notice was not mailed or (b) whose notice was defective. Effective at 5:00 P.M. (New York City time) on the Final Exercise Date, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) all Warrants then outstanding shall be canceled and the Holders thereof shall have no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicablerights thereunder.

Mandatory Exercise. If at any time after the ninety (a90) If day anniversary of the Issuance Date, for twenty (i20) consecutive Trading Days the Closing Bid Price of the Common Stock for each Trading Day during such period is at a price greater than 150or equal to 20% of above the Exercise Price as in effect at the end of such Trading Day, and the average daily dollar volume during such twenty (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (6020) consecutive trading days in Trading Days is equal to or exceeds $350,000 (such period being the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Trigger Period”), then within fifteen (15) days after the effective date of provided no Equity Conditions Failure shall have occurred or be continuing at any time during such period), the Company Noticeshall have the right to require the Holder to exercise for cash all, the holder hereof shall exercise but not less than all, of this Warrant for all of the Warrantsthen-remaining Warrant Shares as further set forth below. If required by The Company may exercise its right to require exercise under this Section 518 (the “Mandatory Exercise Right”) on one occasion (or, the holder hereof agrees to exercise the Warrants, if a Mandatory Exercise Notice becomes null and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants void pursuant to this Section 5 within fifteen (15) days after 18, or if the holder's receipt of Holder delivers to the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act a Blocker Notice (as defined below)), such number of additional occasions as necessary to permit a Mandatory Exercise with respect to the entire amount of Warrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) by delivering, within ten (10) Trading Days following the end of the Trigger Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date such notice by facsimile is deemed to be delivered in accordance with Section 9(f) of the Securities Purchase Agreement is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 18, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date and (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure as of the Mandatory Exercise Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 18 to the contrary (but subject to the last sentence of this Section 18), if (I) the Closing Bid Price of the Common Stock on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than the Exercise Price then in effect at the end of trading on such day; provided that such holder (II) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $350,000; or (III) an Equity Conditions Failure occurs on any day since the occurrence of the Trigger Period and prior to the Mandatory Exercise Date, then the Mandatory Exercise Notice delivered to the Holder shall have certified in writing be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall not be available to the Company that unless and until the conditions precedent to such Mandatory Exercise Right are again satisfied. If the Company elects to cause a filing mandatory exercise of this Warrant pursuant to this Section 18, then it must simultaneously take the same action with respect to all of the other SPA Warrants, if any, held by any person other than Holder. Notwithstanding anything contained in this Section 18 to the contrary, an effort by the Company to exercise its right under this Section 18 shall be stayed to the HSR Act is required and provided further extent the Holder delivers a written notice to the Company stating that such holder exercise would result in a violation of Section 1(f) (a “Blocker Notice”), which Blocker Notice may be delivered at any time prior to the Mandatory Exercise Date, in which case the Company shall use its best efforts have the right to cause require the expiration or termination Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such waiting period amounts and from time to occur as promptly as practicabletime until fully exercised, subject to ongoing compliance with Section 1(f) hereof and subject to Hxxxxx’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date.

Mandatory Exercise. If at any time after the 120 day anniversary of the Issuance Date, for twenty (a20) If (i) consecutive Trading Days the Closing Sale Price of the Common Stock for each Trading Day during such period is at a price greater than 150or equal to 25% of above the Exercise Price as in effect at the end of such Trading Day (such period being the “Trigger Period”), then (provided no Equity Conditions Failure shall have occurred during such period or be continuing at any time during such period), the Company shall have the right to require the Holder to exercise for cash all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares as adjusted further set forth below. The Company may exercise its right to reflect any stock splitrequire exercise under this Section 1(g) (the “Mandatory Exercise Right”) on one occasion (or, combinationif a Mandatory Exercise Notice becomes null and void pursuant to this Section 1(g), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock such number of additional occasions as necessary to permit a Mandatory Exercise with respect to shares the entire amount of Common StockWarrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) for sixty by delivering, within ten (6010) consecutive trading days in Trading Days following the principal market in which end of the Common Stock is traded and (ii) the Company gives Trigger Period, a written notice thereof by facsimile and overnight courier to the Holder (the "Company “Mandatory Exercise Notice"” and the date such notice by facsimile is deemed to be delivered in accordance with Section 8 below is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) to state the holder hereof of Trading Day selected for the satisfaction of the condition Mandatory Exercise in clause (iaccordance with this Section 1(g), then within which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) days after Trading Days following the effective date Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to be issued to the terms Holder on the Mandatory Exercise Date and (3) contain a certification from the Chief Executive Officer of the Company that there is then no Equity Conditions Failure existing as of the Mandatory Exercise Notice Date. Any portion of this Warrant Certificateexercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date; provided however, that so long as the Closing Sale Price of the Common Stock for each Trading Day between the Mandatory Exercise Notice Date and the Mandatory Exercise Date is at a price greater than or equal to 25% above the Exercise Price as in effect at the end of such Trading Day, the holder cannot exercise this warrant pursuant to Section 1(d) above. If the holder Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Warrant Agent had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 1(g) to the contrary, if an Equity Conditions Failure occurs on any day between the occurrence of the Trigger Period and prior to the Mandatory Exercise Date, then the Mandatory Exercise Notice delivered to the Holder shall be null and void ab initio and the Mandatory Exercise shall not fulfilled its obligations occur and the Mandatory Exercise Right shall not be available to the Company unless and until the conditions precedent to such Mandatory Exercise Right are again satisfied. If the Company elects to cause a mandatory exercise the Warrants of this Warrant pursuant to this Section 5 within fifteen (15) days 1(g), then it must simultaneously take the same action with respect to all of the other warrants issued to investors in the Offering, if any, held by any person other than Holder. By way of example, if the Exercise Price of the Warrant is $1.25 per share, and after the holder's receipt 120 day anniversary of the Company NoticeIssuance Date, then the Closing Sale Price for twenty (without limiting the Company's available remedies20) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateconsecutive Trading Days is greater than or equal to $1.5625 per share, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Mandatory Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableRight.

Mandatory Exercise. (a) If at any time from and after the Issuance Date (i) the Price VWAP of the Common Stock is greater than 150% of listed on the Exercise Price Principal Market equals or exceeds $1.00 (as adjusted subject to reflect any appropriate adjustments for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other distribution payable in Common Stock with respect to shares of Common Stocksimilar transactions after the Issuance Date) for sixty not less than ten (6010) consecutive trading days in Trading Days (the principal market in which the Common Stock is traded "Mandatory Exercise Measuring Period") and (ii) no Equity Conditions Failure (as defined below) has occurred (unless the Holder has waived such Equity Conditions Failure) as of such date (clauses (i) and (ii), the "Mandatory Exercise Conditions"), then the Company gives shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 5 by delivering within not more than two (2) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by facsimile and electronic mail to the Holder (the "Mandatory Exercise Notice" and the date that the Holder received such notice is referred to as the "Mandatory Exercise Notice Date"). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (x) state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the third Trading Day following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date") and (II) the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 5 and (y) certify that the Mandatory Exercise Conditions have been satisfied. The Mandatory Exercise thereunder may only occur on the Mandatory Exercise Date if there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) during the ten (10) consecutive Trading Day period that occurs immediately prior to the Mandatory Exercise Date (the "Mandatory 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 Mandatory Exercise Date (the "Bring-Down Notice") ), which notice shall certify whether or not the Mandatory Exercise Bring-Down Conditions have been satisfied. If the Mandatory Exercise Bring-Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Mandatory Exercise Notice will be null and void, ab initio. Notwithstanding anything to the holder hereof of the satisfaction of the condition contrary in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, until the holder hereof agrees to exercise Mandatory Exercise has occurred, the WarrantsMandatory Exercise Amount may be exercised, and to purchase in whole or in part, by the Holder into shares of Common Stock pursuant to Section 1. The Company covenants and agrees that it will honor all Exercise Notices tendered from the terms time of delivery of the Mandatory Exercise Notice until the Mandatory Exercise has occurred. Unless otherwise indicated by the Holder, all Warrants exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the Mandatory Exercise Amount of this Warrant Certificaterequired to be exercised on the Mandatory Exercise Date. If Upon an Equity Conditions Failure, the holder has not fulfilled Holder may revoke any Exercise Notice delivered after the Mandatory Exercise Notice is received by the Holder, and the Company, 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. Delivery of any shares of Common Stock issuable pursuant to a Mandatory Exercise shall be made electronically to the Holder's or its obligations designee's balance account with DTC through its Deposit / Withdrawal at Custodian system in accordance with the provisions of Section 1 above. Notwithstanding anything to the contrary contained herein, if the Holder’s obligation to exercise this Warrant upon a Mandatory Exercise would result in the Holder exceeding the Maximum Percentage, the Holder shall still be required to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be made unless held in abeyance for the Company benefit of the Holder until such time, if ever, as its right thereto would not result in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under Holder exceeding the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableMaximum Percentage.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.31051 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts reverse stock splits and the like) per Trading Day. 1 Equals to cause 150% of the expiration or termination of such waiting period to occur as promptly as practicable.Exercise Price

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150% of on the Exercise Price Trading Market equals or exceeds $2.625 per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice Trading Days (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Common Stock on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. If at any time after the Issuance Date (a) If the “Mandatory Exercise Eligibility Date”), (i) the Price daily VWAP of the Common Stock is equal to or greater than 150% of the Exercise Price $12.60 (as adjusted to reflect for any stock dividend, stock split, combination, reclassification, recapitalization, exchange, stock dividend combination or other distribution payable similar transaction occurring after the date of the Securities Purchase Agreement) (the “Trigger Price”) for a period of fifteen (15) consecutive Trading Days following the Mandatory Exercise Eligibility Date (the fifteen (15) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Exercise Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market for each Trading Day during the Mandatory Exercise Measuring Period exceeds $3,000,000 per day and (iii) no Equity Conditions Failure shall have occurred, then the Company shall have the right to require the Holder to exercise all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares in accordance with respect Section 1 hereof (a “Mandatory Exercise”). The Company may exercise its right to shares require exercise under this Section 18 on one occasion by delivering (provided that all of Common Stockthe conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Measuring Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 18, which Trading Day shall be at least five (5) Trading Days but not more than sixty (60) consecutive trading days Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date (subject to any adjustments thereto pursuant to Section 2 that may occur prior to the Mandatory Exercise Date), (3) contain a certification from the Chief Executive Officer of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the SPA Warrants. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the principal market extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares. Notwithstanding anything contained in which this Section 18 to the contrary, if (I) any daily VWAP of the Common Stock is traded less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; (iiII) the Company gives written notice aggregate dollar trading volume (as reported on Bloomberg) of the "Company Notice"Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $3,000,000 per day; or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date which has not been waived in writing by the Holder, then, in either case, the Mandatory Exercise Notice delivered to the holder hereof of Holder shall be null and void ab initio and the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of Mandatory Exercise shall not occur. If the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees elects to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms cause a Mandatory Exercise of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 18, then it must simultaneously take the holder's receipt same action with respect to all of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableother SPA Warrants.

Mandatory Exercise. At 5:00 p.m. (aNew York City time) If on the Trading Day that is twenty five (i25) Trading Days (the Price “Mandatory Exercise Time”) after an amendment to the Company’s certificate of incorporation, as amended, goes effective with the Delaware Secretary of State that increases the Company’s available authorized shares of common stock, either through an increase in authorized shares of common stock and/or through a reverse stock split, to meet the Required Reserve Amount and eliminate the Authorized Share Failure (“Authorized Share Amendment Date”), this Warrant, along with all then outstanding Purchased Warrants, will automatically be deemed exercised pursuant to Section 1(d) hereof and the Company will deliver to the Holder of this Warrant shares of Common Stock equal to the “Net Number” of shares of Common Stock to be delivered as determined by the formula in Section 1(d) hereof for settlement in shares of Common Stock, delivery to occur pursuant to the exercise and delivery procedures of this Warrant; provided however, that if delivery of shares of Common Stock would result in the Holder or any of its Affiliates beneficially owning in excess of 4.99% of the Common Stock is greater than 150% (such beneficial ownership to be calculated in the same manner set forth in Section 1(f) hereof), then the Company will issue and deliver to the Holder: (A) such number of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common StockStock to bring the Holder’s beneficial ownership equal to 4.99% and (B) for sixty such number of pre-funded rights (60“Pre-Funded Rights”) consecutive trading days in the principal market Company, exercisable at any time without any additional payment upon notice to the Company, to acquire such number of shares of Common Stock equal to the remaining shares of Common Stock due to be delivered pursuant to Section 1(d) thereof such that the aggregate number of shares of Common Stock delivered under (A) plus the number of shares of Common Stock acquirable upon exercise of the Pre-Funded Rights equals the “Net Number” of shares of Common Stock to be delivered. The Pre-Funded Rights will contain a provision limiting the exercise or exchange of such Pre-Funded Rights substantially identical to Section 1(f) hereof. In connection with the mandatory exercise of this Warrant pursuant to this Section, the Holder hereby agrees to use its commercially reasonable efforts to assist the Company in which completing such exercise, including but not limited to, executing and delivering to the Company a completed and duly executed Exercise Notice for this Warrant in its entirety. The Holder agrees that its failure to cooperate with the Company and deliver an Exercise Notice may result in a delay of delivery of the shares of Common Stock or Pre-Funded Rights and that to the extent such delay is attributable to such Holder’s failure to cooperate, the Company shall not be liable to the Holder for such delay, including pursuant to Section 1(c) hereof. If from the Authorized Share Amendment Date through the Mandatory Exercise Time, as may be adjusted pursuant to this provision, either (a) an Authorized Share Failure occurs or is occurring and this Warrant is subject to a Standstill Period or (b) the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") subject to the holder hereof of the satisfaction of the condition in clause (i)a Trading Halt, then within fifteen (15) days after the effective date Mandatory Exercise Time will be delayed one Trading Day for every Trading Day of such Standstill Period or such Trading Halt, provided that if this Warrant is subject to both a Standstill Period and a Trading Halt on the Company Noticesame Trading Day, the holder hereof shall exercise all of the Warrants. If required Mandatory Exercise Time will only be extended by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableone Trading Day.”

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.4351 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts reverse stock splits and the like) per Trading Day. 1 Equals to cause 150% of the expiration or termination of such waiting period to occur as promptly as practicable.Exercise Price

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.4051 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts reverse stock splits and the like) per Trading Day. 1 Equals to cause 150% of the expiration or termination of such waiting period to occur as promptly as practicable.Exercise Price

Mandatory Exercise. If at any time after the date of issuance of this Warrant, for twenty (a20) If (i) consecutive Trading Days the Closing Bid Price of the Common Stock for each Trading Day during such period is at a price greater than 150or equal to 25% of above the Exercise Price as in effect at the end of such Trading Day, and the average daily dollar volume during such twenty (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (6020) consecutive trading days in Trading Days is equal to or exceeds $150,000 (such period being the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Trigger Period”), then within fifteen (15) days after the effective date of provided no Equity Conditions Failure shall have occurred or be continuing at any time during such period), the Company Noticeshall have the right to require the Holder to exercise for cash all, the holder hereof shall exercise but not less than all, of this Warrant for all of the Warrantsthen-remaining Warrant Shares as further set forth below. If required by this Section 5, the holder hereof agrees The Company may exercise its right to require exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but 18 (the purchase rights otherwise represented by this Warrant Certificate shall terminate“Mandatory Exercise Right”) on one occasion (or, (B) if the Holder delivers to the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act a Blocker Notice (as defined below), such number of additional occasions as necessary to permit a Mandatory Exercise with respect to the entire amount of Warrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) by delivering, within ten (10) Trading Days following the end of the Trigger Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date such notice by facsimile is deemed to be delivered in accordance with Section 9(f) of the Securities Purchase Agreement is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 18, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date and (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure as of the Mandatory Exercise Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 18 to the contrary (but subject to the last sentence of this Section 18), if (I) the Closing Bid Price of the Common Stock on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than the Exercise Price then in effect at the end of trading on such day; provided that such holder (II) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $150,000; or (III) an Equity Conditions Failure occurs on any day since the occurrence of the Trigger Period and prior to the Mandatory Exercise Date, then the Mandatory Exercise Notice delivered to the Holder shall have certified be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall expire and no longer be exercisable. If the Company elects to cause a mandatory exercise of this Warrant pursuant to this Section 18, then it must simultaneously take the same action with respect to all of the other SPA Warrants, if any, held by any person other than Holder. Notwithstanding anything contained in writing this Section 18 to the contrary, an effort by the Company to exercise its right under this Section 18 shall be stayed to the extent the Holder delivers a written notice to the Company that a filing under the HSR Act is required and provided further stating that such holder exercise would result in a violation of Section 1(f) (a “Blocker Notice”), which Blocker Notice may be delivered at any time prior to the Mandatory Exercise Date, in which case the Company shall use its best efforts have the right to cause require the expiration or termination Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such waiting period amounts and from time to occur as promptly as practicabletime until fully exercised, subject to ongoing compliance with Section 1(f) hereof and subject to Holder’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date. For clarification, if an Equity Condition Failure shall occur, this Section 18 shall thereafter no longer be effective and Holder shall thereafter have no obligations under this Section 18.

Mandatory Exercise. The Company may request that the Holder exercise this Warrant (athe “Mandatory Exercise”) If within thirty (30) Business Days after the date of the Mandatory Exercise Notice (as defined below) by delivering a written notice to the Holder at such address as the Holder shall have provided to the Company in writing pursuant to Section 14.2 hereof (the “Mandatory Exercise Notice”); provided that (i) the Daily Market Price for twenty (20) of the Common Stock thirty (30) Trading Days ending on the date of the Mandatory Exercise Notice (as defined below), is equal to or greater than 150250% of the Exercise Price Current Warrant Price, (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to ii) sufficient shares of Common StockStock of the Company are authorized and reserved for issuance upon the full exercise of this Warrant, and (iii) for sixty the Registration Statement (60) consecutive trading days as such term is defined in the principal market Registration Rights Agreement) shall be effective, current and available for use by the Holder in which connection with sales of the Common Warrant Stock at all times from the date of the Mandatory Exercise Notice through the Mandatory Exercise Termination Date, and (iv) the Company is traded not in default of any material provision of any Transaction Document (as defined in the Securities Purchase and Exchange Agreement). The Mandatory Exercise Notice shall set forth the Current Warrant Price and the Daily Market Price for each of the previous twenty (20) Trading Days immediately preceding the date of the Mandatory Exercise Notice and shall state that this Warrant may be exercised in conformity with this Section 2.2 within thirty (30) Business Days. The last day of such thirty-Business Day period is hereinafter referred to as the “Mandatory Exercise Termination Date”. To the extent the Holder fails to exercise this Warrant by 5:00 pm California time of the Mandatory Exercise Termination Date, then (i) this Warrant shall be deemed terminated for all purposes and (ii) the Company gives written notice (the "Company Notice") Holder shall deliver to the holder hereof Company this Warrant marked “cancelled” (but the failure of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of Holder to deliver this Warrant to the Company Notice, for cancellation shall not affect the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms termination of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt as of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5Mandatory Exercise Termination Date), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. If at any time after the six (a6) If month anniversary of the Issuance Date (the “Mandatory Exercise Eligibility Date”), (i) the Closing Bid Price of the Common Stock is equal to or greater than 150125% of the Exercise Price then in effect (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe “Trigger Price”) for sixty at least twenty (6020) Trading Days during any thirty (30) consecutive trading days Trading Day Period that begins following the Mandatory Exercise Eligibility Date (the thirty (30) consecutive Trading Day period during which the condition in this clause (i) is satisfied is referred to herein as the principal market in “Measuring Period” and each Trading Day during the Measuring Period on which the Closing Bid Price of the Common Stock is traded and equal to or greater than the Trigger Price is referred to herein as an “Eligible Trading Day”), (ii) no Equity Conditions Failure shall have occurred during the applicable Measuring Period, (iii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market for each Eligible Trading Day during the applicable Measuring Period exceeds one million dollars ($1,000,000) per day, then the Company gives written notice (shall have the "Company Notice") right to require the holder hereof Holder to exercise for cash all, but not less than all, of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise this Warrant for all of the Warrantsthen-remaining Warrant Shares as further set forth below. If required by this Section 5, the holder hereof agrees The Company may exercise its right to require exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but 18 (the purchase rights otherwise represented by this Warrant Certificate shall terminate“Mandatory Exercise Right”) on one occasion (or, (B) if the Holder delivers to the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act a Blocker Notice (as defined below); provided , such number of additional occasions as necessary to permit a Mandatory Exercise with respect to the entire amount of Warrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) by delivering, within ten (10) Trading Days following the end of the Measuring Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date such notice by facsimile is deemed to be delivered in accordance with Section 9(f) of the Securities Purchase Agreement is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 18, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date and (3) contain a certification from the Chief Executive Officer of the Company that such holder there has been no Equity Conditions Failure as of the Mandatory Exercise Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall have certified reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in writing Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 18 to the contrary, if an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date, then the Mandatory Exercise Notice delivered to the Holder shall be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall not be available to the Company that unless and until the conditions precedent to such Mandatory Exercise Right are again satisfied. If the Company elects to cause a filing mandatory exercise of this Warrant pursuant to this Section 18, then it must simultaneously take the same action with respect to all of the other SPA Warrants, if any, held by any person other than Holder. Notwithstanding anything contained in this Section 18 to the contrary, an effort by the Company to exercise its right under this Section 18 shall be stayed to the HSR Act is required and provided further extent the Holder delivers a written notice to the Company stating that such holder exercise would result in a violation of Section 1(f) (a “Blocker Notice”), which Blocker Notice may be delivered at any time prior to the Mandatory Exercise Date, in which case the Company shall use its best efforts have the right to cause require the expiration or termination Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such waiting period amounts and from time to occur as promptly as practicabletime until fully exercised, subject to ongoing compliance with Section 1(f) hereof and subject to Holder’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date. For clarification, if an Equity Condition Failure shall occur, this Section 18 shall thereafter no longer be effective and Holder shall thereafter have no obligations under this Section 18.

Mandatory Exercise. (a) If at any time after the Issuance Date, (i) the Closing Sale Price of the Common Stock is equal to or greater than 150% of the Exercise Price $8.88 per share (as adjusted to reflect any for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockcombinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for sixty a period of ten (6010) consecutive trading days in Trading Days following the principal market in Issuance Date (the ten (10) consecutive Trading Days on which the Common Stock condition in this clause (i) is traded and satisfied are referred to herein as the “Mandatory Exercise Measuring Period”), (ii) the Company gives written notice aggregate dollar trading volume (the "Company Notice"as reported on Bloomberg) to the holder hereof of the satisfaction of Common Stock on the condition in clause applicable Eligible Market for each Trading Day during the Mandatory Exercise Measuring Period exceeds $1,000,000 per day and (i)iii) no Equity Conditions Failure shall have occurred, then within fifteen (15) days after the effective date of the Company Noticeshall have the right to require the Holder to exercise all, the holder hereof shall exercise but not less than all, of this Warrant for all of the Warrantsthen-remaining Warrant Shares in accordance with Section 1 hereof (a “Mandatory Exercise”). If required by The Company may exercise its right to require exercise under this Section 17 on one occasion by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Measuring Period, a written notice thereof by e-mail to the Holder (the “Mandatory Exercise Notice” and the date on which such notice is delivered to the Holder by e-mail is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 17, which Trading Day shall be at least five (5) Trading Days but not more than thirty (30) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the holder hereof agrees to exercise the Warrants, and to purchase number of shares of Common Stock pursuant to be issued to the terms Holder on the Mandatory Exercise Date, (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the SPA Warrants then outstanding. Any portion of this Warrant Certificateexercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the holder Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the remaining Warrant Shares on the Mandatory Exercise Date. Notwithstanding anything contained in this Section 17 to the contrary, if (I) any shares of Common Stock trade for a price less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $1,000,000; or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date which has not fulfilled its obligations been waived in accordance with Section 9, then, in either case, the Mandatory Exercise Notice delivered to exercise the Warrants Holder shall be null and void ab initio and the Mandatory Exercise shall not occur, provided that in such case the Company shall be permitted to submit an additional Mandatory Exercise Notice at a future date in compliance with this Section 17 (but only if all the conditions are again satisfied). If the Company elects to cause a Mandatory Exercise of this Warrant pursuant to this Section 5 within fifteen (15) days after 17, then it must simultaneously take the holder's receipt same action with respect to all of the Company Notice, other SPA Warrants then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableoutstanding.

Mandatory Exercise. On any Notification Date (aas defined below), the Company may request that the holder hereof exercise this Warrant in whole but not in part (the "MANDATORY EXERCISE") by delivering a written notice to the holder at such address as such holder shall have provided to the Company in writing pursuant to Section 10 hereof (the "MANDATORY EXERCISE NOTICE"). The Mandatory Exercise Notice shall set forth the Exercise Price and the Closing Price of a share of Common Stock on each of the ten (10) consecutive Trading Days comprising the Measurement Period (as defined below) specified therein. The holder shall have twenty (20) Business Days from the date of receipt of the Mandatory Exercise Notice to exercise this Warrant in whole, but not in part, in the manner set forth in Section 1 hereof. If the holder does not so exercise the Warrant within such period, then (i) the Price holder shall forfeit such holder's rights, title and interest under this Warrant, (ii) this Warrant shall be deemed terminated and (iii) the holder shall deliver to the Company promptly this Warrant marked "cancelled." Notwithstanding the foregoing, no Mandatory Exercise may occur unless at all times from the Notification Date through the twentieth (20th) day following the holder's receipt of a Mandatory Exercise Notice (a) a Registration Statement covering all Registrable Securities (as those terms are defined in the Registration Rights Agreement)(i) is effective, (ii) does not require any amendment or supplement and (iii) discloses directly or through incorporation by reference all material facts relating to Company and the Registrable Securities, (b) the Company has no reason to believe that, during the period beginning on the Notification Date and ending ninety (90) days thereafter (the "INITIAL SELLING PERIOD"), there will be any need to suspend sales pursuant to the Registration Statement as a result of the Common Stock need to amend or supplement the Registration Statement or otherwise; (c) the Company covenants not to take any action during the Initial Selling Period that is greater than 150% reasonably likely to result in the suspension of sales during the Initial Selling Period; and (d) the Mandatory Exercise Notice contains (i) a certification from the Company's chief financial officer as to the matters set forth in the immediately preceding subclause (a) and subclause (b) (in both cases as of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded Notification Date); and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date covenant of the Company Notice, set forth in the holder hereof shall exercise all immediately preceding subclause (c). For purposes of the Warrants. If required by this Section 53, "NOTIFICATION DATE" shall mean any Business Day during the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days Exercise Period but after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act Trigger Date (as defined below)) which Business Day is not more than five (5) Business Days following any period of ten (10) consecutive Trading Days (a "Measurement Period") on each of which the Closing Price for the Common Stock was greater than $55.20; provided that such holder and "TRIGGER DATE" shall have certified in writing to mean the Company that a filing date which is six months after the Closing Date under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableSecurities Purchase Agreement.

Mandatory Exercise. (a) If (i) the Price of the Common Stock is greater than averages at least 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice pursuant to Section 10 hereof (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i) within thirty (30) days after the expiration of the relevant 60-day-trading period, then (x) within ten (10) days after the Company Notice, the holder shall notify the Company whether the holder will pay all of the Exercise Price by delivery of Preferred Stock in accordance with Section 1(a)(ii)(2), then and (y) within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If the Company gives the Company Notice on a timely basis within the Exercise Deferral Period, and the exercise of the Warrants pursuant to the foregoing would otherwise occur during the Exercise Deferral Period, then the exercise of the Warrants shall be deferred until no later than the third Business Day (as defined in the Securities Purchase Agreement) following the expiration of the Exercise Deferral Period (the "Deferred Exercise Date"). If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company NoticeNotice or by the Deferred Exercise Date, as applicable, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a Exh. 2-8 filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. (a) If (i) the Price of the Common Stock is greater than 150% of the Exercise Price $5.00 per share (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 03, 06, 0 xxx 0 xxxxx xxxxxxxxx, (X) no xx further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. If at any time after the Initial Exercise Date, the average VWAP for any ten (a10) If consecutive Trading Days following the Initial Exercise Date (ithe ten (10) consecutive Trading Days on which this condition is satisfied are referred to herein as the Price of the Common Stock “Mandatory Exercise Measuring Period”) is equal to or greater than 150% of the Exercise Price $3.825 per share (as adjusted to reflect any for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockcombinations and the like occurring from and after the Initial Exercise Date) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Trigger Price”), then within fifteen (15) days after the effective date of the Company Noticeshall have the right to require the Holder to exercise all, the holder hereof shall exercise but not less than all, of this Warrant for all of the Warrantsthen-remaining Warrant Shares in accordance with Section 2 hereof (a “Mandatory Exercise”). If required by The Company may exercise its right to require exercise under this Section 54 on one occasion by delivering (provided that all of the conditions set forth in the prior sentence are then satisfied), within three (3) Trading Days immediately following the holder hereof agrees end of the Mandatory Exercise Measuring Period, a written notice thereof to exercise the WarrantsHolder (the “Mandatory Exercise Notice” and the date on which such notice is delivered to the Holder is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 4, and to purchase which Trading Day shall be at least ten (10) Trading Days but not more than thirty (30) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock pursuant to be issued to the terms Holder on the Mandatory Exercise Date, and (3) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the Warrants then outstanding. Any portion of this Warrant Certificateexercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the holder Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 2 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date a Notice of Exercise with respect to all of the remaining Warrant Shares on the Mandatory Exercise Date. Notwithstanding anything contained in this Section 4 to the contrary, if (I) any shares of Common Stock trade for a price less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date, then, in either case, the Mandatory Exercise Notice delivered to the Holder shall be null and void ab initio and the Mandatory Exercise shall not fulfilled its obligations occur, provided that in such case the Company shall be permitted to exercise submit an additional Mandatory Exercise Notice at a future date in compliance with this Section 4 (but only if all the Warrants conditions are again satisfied). If the Company elects to cause a Mandatory Exercise of this Warrant pursuant to this Section 5 within fifteen (15) days after 4, then it must simultaneously take the holder's receipt same action with respect to all of the Company Notice, other Warrants then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableoutstanding.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150on the Trading Market equals or exceeds $300% of the Exercise Purchase Price per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice Trading Days (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration or termination following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of all waiting periods the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (and any extensions thereofii) applicable the issuance of the Warrant Shares pursuant to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing this Section 2(d) to the Company Holder does not violate the limitations set forth in Section 2(f) of this Warrant, (iii) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (iv) for each Trading Day in a filing under period of twenty (20) consecutive Trading Days prior to the HSR Act is required applicable date in question, the daily trading volume for the Company’s Common Stock on the Trading Market exceeds 200,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. If at any time after the later of (ax) If 120 calendar days after the Issuance Date and (y) such date after which the Company has initially satisfied all of the Equity Conditions (the “Mandatory Exercise Eligibility Date”), (i) the Price Common Stock trades at a price equal to or greater than $4.08 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of twenty (20) consecutive Trading Days following the Mandatory Exercise Eligibility Date (the twenty (20) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Exercise Measuring Period”), (ii) the average daily volume (as reported on Bloomberg) of the Common Stock is greater on the applicable Eligible Market for each Trading Day during the Mandatory Exercise Measuring Period exceeds 650,000 shares of Common Stock per day and (iii) no Equity Conditions Failure shall have occurred, then the Company shall have the right to require the Holder to exercise all, but not less than 150% all, of this Warrant for all of the then-remaining Warrant Shares in accordance with Section 1 hereof (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 16on one occasion by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Price Measuring Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date the Holder receives such notice by facsimile is referred to as adjusted to reflect any stock splitthe “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 15, combinationwhich Trading Day shall be at least ten (10) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), reclassification, recapitalization, exchange, stock dividend or other distribution payable in (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date, (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the SPA Warrants. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares. Notwithstanding anything contained in this Section 15 to the contrary, if (I) any shares of Common Stock trade for a price less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; (II) the average daily volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than 400,000 shares of Common Stock; or (III) for sixty (60) consecutive trading days an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date which has not been waived in writing by the principal market Holder, then, in which either case, the Common Stock is traded Mandatory Exercise Notice delivered to the Holder shall be null and (ii) void ab initio and the Mandatory Exercise shall not occur. If the Company gives written notice (the "Company Notice") elects to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms cause a Mandatory Exercise of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 16, then it must simultaneously take the holder's receipt same action with respect to all of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableother SPA Warrants.

Mandatory Exercise. If at any time after the ninety (a90) If day anniversary of the Issuance Date, for twenty (i20) consecutive Trading Days the Closing Bid Price of the Common Stock for each Trading Day during such period is at a price greater than 150or equal to 20% of above the Exercise Price as in effect at the end of such Trading Day, and the average daily dollar volume during such twenty (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (6020) consecutive trading days in Trading Days is equal to or exceeds $350,000 (such period being the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Trigger Period”), then within fifteen (15) days after the effective date of provided no Equity Conditions Failure shall have occurred or be continuing at any time during such period), the Company Noticeshall have the right to require the Holder to exercise for cash all, the holder hereof shall exercise but not less than all, of this Warrant for all of the Warrantsthen-remaining Warrant Shares as further set forth below. If required by The Company may exercise its right to require exercise under this Section 518 (the “Mandatory Exercise Right”) on one occasion (or, the holder hereof agrees to exercise the Warrants, if a Mandatory Exercise Notice becomes null and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants void pursuant to this Section 5 within fifteen (15) days after 18, or if the holder's receipt of Holder delivers to the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act a Blocker Notice (as defined below)), such number of additional occasions as necessary to permit a Mandatory Exercise with respect to the entire amount of Warrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) by delivering, within ten (10) Trading Days following the end of the Trigger Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date such notice by facsimile is deemed to be delivered in accordance with Section 9(f) of the Placement Agent Agreement is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 18, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date and (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure as of the Mandatory Exercise Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 18 to the contrary (but subject to the last sentence of this Section 18), if (I) the Closing Bid Price of the Common Stock on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than the Exercise Price then in effect at the end of trading on such day; provided that such holder (II) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $350,000; or (III) an Equity Conditions Failure occurs on any day since the occurrence of the Trigger Period and prior to the Mandatory Exercise Date, then the Mandatory Exercise Notice delivered to the Holder shall have certified in writing be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall not be available to the Company that unless and until the conditions precedent to such Mandatory Exercise Right are again satisfied. If the Company elects to cause a filing mandatory exercise of this Warrant pursuant to this Section 18, then it must simultaneously take the same action with respect to all of the other SPA Warrants, if any, held by any person other than Holder. Notwithstanding anything contained in this Section 18 to the contrary, an effort by the Company to exercise its right under this Section 18 shall be stayed to the HSR Act is required and provided further extent the Holder delivers a written notice to the Company stating that such holder exercise would result in a violation of Section 1(f) (a “Blocker Notice”), which Blocker Notice may be delivered at any time prior to the Mandatory Exercise Date, in which case the Company shall use its best efforts have the right to cause require the expiration or termination Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such waiting period amounts and from time to occur as promptly as practicabletime until fully exercised, subject to ongoing compliance with Section 1(f) hereof and subject to Hxxxxx’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150% of on the Exercise Price Trading Market equals or exceeds $[ ]1 per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice Trading Days (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Common Stock on the Trading Market exceeds 60,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts reverse stock splits and the like) per Trading Day. 1 Equals to cause 300% of the expiration or termination of such waiting period to occur as promptly as practicable.Exercise Price

Mandatory Exercise. (a) If (i) Notwithstanding any other provision contained in this Warrant to the Price contrary, from and after the first anniversary of the Automatic Conversion Date, in the event that the closing price per share of Common Stock is greater than 150% of the Exercise Price equals or exceeds $5.00 (as appropriately adjusted to reflect for any stock split, combination, reclassification, recapitalization, exchangereverse stock split, stock dividend or other distribution payable in reclassification or combination of the Common Stock with respect to shares of Common Stockoccurring after the date hereof) for sixty twenty (6020) consecutive trading days commencing after the Registration Statement (as defined in the principal market in which Registration Rights Agreement) with respect to the shares of Common Stock is traded and issuable upon the exercise of this Warrant has been declared effective, the Company, upon thirty (ii30) the Company gives days prior written notice (the "Company NoticeNotice Period") given to the holder hereof Warrantholder within one business day immediately following the end of such twenty (20) trading day period, may demand that the Warrantholder exercise its cash exercise rights hereunder, and the Warrantholder must exercise its rights hereunder prior to the end of the satisfaction of the condition in clause Notice Period; provided that (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, simultaneously gives a similar notice to allow holder to exercise the all holders of Company Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that , (ii) all of the shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Warrantholder is able to sell such holder shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. If such exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Notice Period. Notwithstanding any such notice by the Company, the Warrantholder shall have certified in writing the right to exercise this Warrant prior to the Company that a filing under end of the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableNotice Period.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $2.16 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.1972951 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. In the event that (a) If the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement shall have been declared effective by the Securities and Exchange Commission and shall remain effective with respect to the shares of Common Stock issuable upon exercise hereof, and (ib) the Market Price of the Common Stock is has been greater than 150% Four Hundred Percent (400%) of the Exercise Price then in effect for at least twenty (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition criteria specified in clause clauses (ia) and (b) being referred to herein as a “Mandatory Exercise Trigger Event”), then within fifteen (15) days after the effective date of the Company Noticeshall be entitled, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant subject to the terms of this Warrant Certificate. If Section 20, to require the holder has not fulfilled its obligations Holder to exercise all or any portion of the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented evidenced by this Warrant Certificate (a “Mandatory Exercise”) by giving written notice to the Holder at least thirty (30) days prior to the date fixed for such Mandatory Exercise; provided, however, that in the event that the Company desires to cause a Mandatory Exercise of all or any portion of these Warrants, the Company shall terminatebe required to elect to cause a Mandatory Exercise of the same proportion of all other warrants issued pursuant to the Purchase Agreement that contain this Mandatory Exercise provision; and, provided further, that each Mandatory Exercise shall be limited to an aggregate of 1,000,000 shares of Common Stock upon each occurrence of a Mandatory Exercise Trigger Event among all warrants issued pursuant to the Purchase Agreement that contain this Mandatory Exercise provision. For purposes of satisfying the conditions required to constitute a Mandatory Exercise Trigger Event set forth in clause (Bb) hereof, upon the election by the Company to cause a Mandatory Exercise, the Company may thereafter refuse, in its sole discretion, to allow holder to exercise not cause another Mandatory Exercise until the Warrants (including pursuant to this Section 5), (C) all obligations Market Price of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, Common Stock has been greater than Four Hundred Percent (X400%) no further adjustments to of the Exercise Price shall be made unless then in effect for an additional twenty (20) consecutive trading days thereafter. Neither the occurrence of a Mandatory Exercise Trigger Event or an election by the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) to cause a Mandatory Exercise shall be subject affect the right of the Holder hereof to exercise these Warrants prior to the expiration date fixed for such Mandatory Exercise or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination holder to own more than 4.95% of such waiting period to occur as promptly as practicablethe Company’s outstanding Common Shares.

Mandatory Exercise. On any Notification Date (aas defined below), the Company may request that the Purchaser exercise this Warrant in whole but not in part (the "Mandatory Exercise") If within thirty calendar (30) days after the date of the Mandatory Exercise Notice (as defined below) by delivering a written notice to the holder at such address as such holder shall have provided to the Company in writing pursuant to Section 10 hereof (the "Mandatory Exercise Notice"). The Mandatory Exercise Notice shall set forth the Exercise Price and the Closing Price of a share of Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the date of the Mandatory Exercise Notice and shall state that this Warrant be exercised in conformity with this Section 3 within thirty (30) calendar days. The last day of such thirty-day period is hereinafter referred to as the "Automatic Mandatory Exercise Date" provided such day is a Business Day, and if not, the first Business Day thereafter shall be considered the Automatic Mandatory Exercise Date. To the extent the holder fails to exercise this Warrant by 5:00 pm California time of the Automatic Mandatory Exercise Date, then (i) the holder shall forfeit such holder's rights, title and interest under this Warrant, (ii) this Warrant shall be deemed terminated and (iii) the holder shall deliver to the Company this Warrant marked "cancelled." Notwithstanding the foregoing, no Mandatory Exercise may occur unless: (a) at all times from the Notification Date through the Automatic Mandatory Exercise Date a Registration Statement covering all Registrable Securities (as those terms are defined in that certain Registration Rights Agreement dated May 14, 2001 by and among the company and the other signatories thereto (the "Registration Rights Agreement")): (i) is effective, (ii) does not require any amendment or supplement and (iii) discloses directly or through incorporation by reference all material facts relating to Company and the Registrable Securities, (b) the Company has no reason to believe that, during the period beginning on the Notification Date and ending ninety (90) days after the Automatic Mandatory Exercise Date (the "Initial Selling Period"), there will be any need to suspend sales pursuant to the Registration Statement as a result of the need to amend or supplement the Registration Statement or otherwise; (c) the Company covenants not to take any action during the Initial Selling Period that is reasonably likely to result in the suspension of sales during the Initial Selling Period; and (d) the Mandatory Exercise Notice contains (i) a certification from the Company's chief executive officer and chief financial officer as to the matters set forth in the immediately preceding subclause (a) (as of the Notification Date; provided that the Company shall immediately notify the Purchaser if such certification is no longer true at any time on or prior to the Automatic Mandatory Exercise Date) and subclause (b); and (ii) the covenant of the Company set forth in the immediately preceding subclause (c). For purposes of this Section 3, "Notification Date" shall mean any Business Day during the Exercise Period but after the Trigger Date (as defined below) which Business Day is immediately preceded by ten (10) consecutive Trading Days on each of which the Closing Price of for the Common Stock is was greater than 150% of the Exercise Price Price; and "Trigger Date" shall mean the date the Registration Statement covering all Registrable Securities (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days those terms are defined in the principal market in which Registration Rights Agreement) is declared effective by the Common Stock is traded Securities and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableExchange Commission.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $$23.25 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.0021031 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. If at any time after the thirty (a30) If day anniversary of the Issuance Date (such date is referred to herein as the “Mandatory Exercise Eligibility Date”), (i) the Closing Sale Price of the Common Stock is equal to or greater than 150% of the Exercise Price $7.84 per share (as adjusted to reflect any for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend or other distribution payable combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Exercise Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Exercise Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market for each Trading Day during the Mandatory Exercise Measuring Period exceeds $1,000,000 per day and (iii) no Equity Conditions Failure shall have occurred, then the Company shall have the right to require the Holder to exercise all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares in accordance with respect Section 1 hereof (a “Mandatory Exercise”). The Company may exercise its right to shares require exercise under this Section 17 on one occasion by delivering (provided that all of Common Stockthe conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Measuring Period, a written notice thereof by e-mail to the Holder (the “Mandatory Exercise Notice” and the date on which such notice is delivered to the Holder by e-mail is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 17, which Trading Day shall be at least twenty (20) Trading Days but not more than sixty (60) consecutive trading days in Trading Days following the principal market in which the Common Stock is traded and (ii) the Company gives written notice Mandatory Exercise Notice Date (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Date”), then within fifteen (152) days after state the effective date number of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to be issued to the terms Holder on the Mandatory Exercise Date, (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the Series B Warrants then outstanding. Any portion of this Warrant Certificateexercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the holder Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the remaining Warrant Shares on the Mandatory Exercise Date. Notwithstanding anything contained in this Section 17 to the contrary, if (I) any shares of Common Stock trade for a price less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $1,000,000; or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date which has not fulfilled its obligations been waived in accordance with Section 9, then, in any case, the Mandatory Exercise Notice delivered to exercise the Warrants Holder shall be null and void ab initio and the Mandatory Exercise shall not occur. If the Company elects to cause a Mandatory Exercise of this Warrant pursuant to this Section 5 within fifteen (15) days after 17, then it must simultaneously take the holder's receipt same action with respect to all of the Company Notice, other Series B Warrants then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableoutstanding.

Mandatory Exercise. If at any time after the one hundred eighty (a180) If (i) day anniversary of the Issuance Date, the Closing Bid Price of the Common Stock is at a price greater than 150% of the Exercise Price or equal to $[____]2 (as adjusted to reflect any for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockcombinations and the like occurring from and after the Issuance Date, the “Trigger Price”) for sixty twenty (6020) consecutive trading days in Trading Days and the principal market in which average daily dollar volume of the Common Stock during such twenty (20) consecutive Trading Days is traded and equal to or exceeds $1,000,000 (iisuch period being the “Trigger Period”), then (provided no Equity Conditions Failure shall have occurred or be continuing during such period) the Company gives written notice (shall have the "Company Notice") right to require the holder hereof Holder to exercise for cash all, but not less than all, of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise this Warrant for all of the Warrantsthen-remaining Warrant Shares as further set forth below. If required by this Section 5, the holder hereof agrees The Company may exercise its right to require exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but 17 (the purchase rights otherwise represented by this Warrant Certificate shall terminate“Mandatory Exercise Right”) on one occasion (or, (B) if the Holder delivers to the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act a Blocker Notice (as defined below), such number of additional occasions as necessary to permit a Mandatory Exercise with respect to the entire amount of Warrant Shares issuable hereunder). The Company shall exercise its Mandatory Exercise Right (to the extent permitted hereby) by delivering, within ten (10) Trading Days following the end of the Trigger Period, a written notice thereof by e-mail or facsimile to the Holder (the “Mandatory Exercise Notice” and the date such notice is so delivered in accordance with Section 10 of the Placement Agent Agreement is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 17, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date, and (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure as of the Mandatory Exercise Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount (as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 17 to the contrary (but subject to the last sentence of this Section 17), if (I) the Closing Bid Price of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; provided that such holder (II) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than $1,000,000; or (III) an Equity Conditions Failure occurs on any day since the occurrence of the Trigger Period, then the Mandatory Exercise Notice delivered to the Holder shall have certified be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall expire and no longer be exercisable. If the Company elects to cause a mandatory exercise of this Warrant pursuant to this Section 17, then it must simultaneously take the same action with respect to all of the other Purchased Warrants then outstanding, if any, held by any person other than the Holder. Notwithstanding anything contained in writing this Section 17 to the contrary, an effort by the Company to exercise its right under this Section 17 shall be stayed to the extent the Holder delivers a written notice to the Company that a filing under the HSR Act is required and provided further stating that such holder exercise would result in a violation of Section 1(f) (a “Blocker Notice”), in which case the Company shall use its best efforts have the right to cause require the expiration or termination Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such waiting period amounts and from time to occur as promptly as practicable.time until fully exercised, subject to ongoing compliance with Section 1(f) hereof and subject to Holder’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date. 2 125% of the Initial Exercise Price (rounded to the nearest cent)

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.897 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Company’s Common Stock is greater than 150% of on the Exercise Price Trading Market equals or exceeds $7.125 per share (which amount may be adjusted for certain capital events, such as adjusted to reflect any stock splitsplits, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockas described herein) for sixty twenty (6020) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice Trading Days (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i“Mandatory Exercise Measuring Period”), then within fifteen (15) days after the effective date of the Company Notice, shall have the holder hereof shall right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Warrants. If required by this Section 5Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, the holder hereof agrees to exercise the Warrants, validly issued and to purchase nonassessable shares of Common Stock pursuant in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the terms Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) the Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of this Warrant Certificate. If Warrants which the holder Company has not fulfilled its obligations elected to exercise be subject to such Mandatory Exercise from the Warrants Holder (the “Mandatory Exercise Amount”) pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Common Stock and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Common Stock and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Common Stock on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $2.3373 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (a) If (i) at any time after April 11, 2012, the Price daily trading volume of the Common Stock (as reported by Bloomberg) on the applicable Eligible Market is greater than 150% 2,000,000 shares (as adjusted for splits, combinations and other similar transaction occurring after April 11, 2012) per Trading Day for a period of five (5) consecutive Trading Days (such five (5) Trading Day period is referred to herein as the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise this Warrant in accordance with Section 1 hereof on the Mandatory Exercise Date (as defined below) for a number of Warrant Shares equal to the quotient of (x) $25,000 divided by (y) the Exercise Price in effect on the Mandatory Exercise Date (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 17 by delivering (provided that the condition set forth above is then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Measuring Period, a written notice thereof by facsimile to the Holder (the “Mandatory Exercise Notice” and the date the Holder receives such notice by facsimile is referred to as adjusted to reflect any stock splitthe “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable and shall state the Trading Day selected for the Mandatory Exercise in accordance with this Section 17, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockwhich Trading Day shall be at least two (2) for Trading Days but not more than sixty (60) consecutive Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”). Any portion of this Warrant exercised for cash by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise for a cash exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the Warrant Shares subject to the Mandatory Exercise (but taking account of all reductions pursuant to the immediately preceding sentence). Notwithstanding anything contained in this Section 17 to the contrary, if the daily trading days in the principal market in which volume of the Common Stock (as reported by Bloomberg) on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is traded less than 2,000,000 shares (as adjusted for splits, combinations and (iiother similar transaction occurring after April 11, 2012) per day, then, the Mandatory Exercise Notice delivered to the Holder shall be null and void ab initio and the Mandatory Exercise contemplated by such Mandatory Exercise Notice shall not occur. If the Company gives written notice (the "Company Notice") elects to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms cause a Mandatory Exercise of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 17, then it must simultaneously take the holder's receipt same action with respect to all of the Company Notice, other Warrants then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant outstanding which contain a provision similar to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable17.”

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150Company’s Ordinary Shares on the Trading Market equals or exceeds 400% of the initial Exercise Price (which is subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the Issue Date of this Warrant) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into Warrant Shares in accordance with Section 2 hereof at the Exercise Price (subject to adjustment as adjusted set forth in this Warrant) as of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock splitrequire exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, combinationa written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stockthe Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (II) the aggregate number of Warrant Shares which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”) pursuant to this Section 2(f). Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i) a registration statement covering the resale of the Warrant Shares is traded and effective under the Securities Act, (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise Ordinary Shares are trading on a Trading Market and all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock issuable pursuant to the terms Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of this the Ordinary Shares on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the issuance of the Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants Shares pursuant to this Section 5 within fifteen 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the Nasdaq Market Rules and Regulations, (15iv) days after the holder's receipt Holder is not in possession of the Company Notice, then (without limiting any information provided by the Company's available remedies, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) for each Trading Day in a period of twenty (A20) consecutive Trading Days prior to the obligations Mandatory Exercise Date, the daily trading volume for the Ordinary Shares on the Trading Market exceeds 100,000 Ordinary Shares per Trading Day subject to adjustment for forward and reverse stock splits and the like). Prior to the issuance of holder under this Section 5 any Warrant Shares in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue but the purchase rights otherwise represented by to exercise this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to accordance with terms of this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableWarrant.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $0.42151 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. On any Notification Date (aas defined below), the Company may request that the Purchaser exercise this Warrant in whole but not in part (the "MANDATORY EXERCISE") If within thirty calendar (30) days after the date of the Mandatory Exercise Notice (as defined below) by delivering a written notice to the holder at such address as such holder shall have provided to the Company in writing pursuant to Section 10 hereof (the "MANDATORY EXERCISE NOTICE"). The Mandatory Exercise Notice shall set forth the Exercise Price and the Closing Price of a share of Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the date of the Mandatory Exercise Notice and shall state that this Warrant be exercised in conformity with this Section 3 within thirty (30) calendar days. The last day of such thirty-day period is hereinafter referred to as the "AUTOMATIC MANDATORY EXERCISE DATE" provided such day is a Business Day, and if not, the first Business Day thereafter shall be considered the Automatic Mandatory Exercise Date. To the extent the holder fails to exercise this Warrant by 5:00 pm California time of the Automatic Mandatory Exercise Date, then (i) the holder shall forfeit such holder's rights, title and interest under this Warrant, (ii) this Warrant shall be deemed terminated and (iii) the holder shall deliver to the Company this Warrant marked "cancelled." Notwithstanding the foregoing, no Mandatory Exercise may occur unless: (a) at all times from the Notification Date through the Automatic Mandatory Exercise Date a Registration Statement covering all Registrable Securities (as those terms are defined in that certain Registration Rights Agreement dated May 14, 2001 by and among the company and the other signatories thereto (the "REGISTRATION RIGHTS AGREEMENT")): (i) is effective, (ii) does not require any amendment or supplement and (iii) discloses directly or through incorporation by reference all material facts relating to Company and the Registrable Securities, (b) the Company has no reason to believe that, during the period beginning on the Notification Date and ending ninety (90) days after the Automatic Mandatory Exercise Date (the "INITIAL SELLING PERIOD"), there will be any need to suspend sales pursuant to the Registration Statement as a result of the need to amend or supplement the Registration Statement or otherwise; (c) the Company covenants not to take any action during the Initial Selling Period that is reasonably likely to result in the suspension of sales during the Initial Selling Period; and (d) the Mandatory Exercise Notice contains (i) a certification from the Company's chief executive officer and chief financial officer as to the matters set forth in the immediately preceding subclause (a) (as of the Notification Date; provided that the Company shall immediately notify the Purchaser if such certification is no longer true at any time on or prior to the Automatic Mandatory Exercise Date) and subclause (b); and (ii) the covenant of the Company set forth in the immediately preceding subclause (c). For purposes of this Section 3, "NOTIFICATION DATE" shall mean any Business Day during the Exercise Period but after the Trigger Date (as defined below) which Business Day is immediately preceded by ten (10) consecutive Trading Days on each of which the Closing Price of for the Common Stock is was greater than 150% of the Exercise Price Price; and "TRIGGER DATE" shall mean the date the Registration Statement covering all Registrable Securities (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days those terms are defined in the principal market in which Registration Rights Agreement) is declared effective by the Common Stock is traded Securities and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableExchange Commission.

Mandatory Exercise. Subject to the provisions of this Section 1(d) and Section 3 hereof, Pequot shall exercise the Warrants to purchase an additional 902,267 Warrant Shares for cash no later than 75 days following the Closing or, if such date is not a Business Day, the next succeeding Business Day following such 75 day period (asuch final date, the “Mandatory Exercise Date”) If and shall immediately remit to the Company by wire transfer the aggregate of $403,500.23, which represents the aggregate cash exercise price of $1,172,947.10 for such Warrant Shares (the “Mandatory Exercise”) less the Interest as described in Section 1(e) below, and less the expense reimbursement described in Section 1(f) below, and the Company shall immediately deliver to Pequot 902,267 Warrant Shares in freely transferable electronic form; provided that Pequot’s obligation to complete the Mandatory Exercise is subject to each of the following conditions being satisfied on the earlier of the actual exercise date of the Warrants or the Mandatory Exercise Date (the “Conditions”): (i) the Price Closing of the Transaction has been publicly announced by the Company; (ii) the average daily VWAP of the Company’s Common Stock is greater than 150has, for any seven consecutive trading days following and during the effective registration of such Warrant Shares for resale with the Commission (and all of the other Conditions are satisfied during such seven day period), exceeded 110% of the Exercise Price of the Warrants; (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to iii) the number of authorized but unissued and otherwise unreserved shares of Common StockStock is sufficient for such issuance; (iv) such Warrant Shares are registered for sixty resale and may be freely sold by Pequot pursuant to an effective Registration Statement covering all of such Warrant Shares; (60v) consecutive trading days in the principal market in which the Common Stock is traded listed or quoted (and is not suspended from trading) on an Eligible Market and such Warrant Shares are approved for listing upon issuance; (vi) such issuance would be permitted in full without violating the rules or regulations of any Trading Market; (vii) no public announcement of a pending or proposed Change of Control transaction after the Closing of the Transaction has occurred that has not been consummated; and (iiviii) there has been no breach, noncompliance or other violation of this Agreement by the Company gives written notice (that remains uncured. Upon the "request of Pequot, the Company Notice") agrees to confirm in writing that the holder hereof Conditions have been met. In the event that any of the satisfaction foregoing Conditions is not satisfied by the Mandatory Exercise Date, then this Section 1(d) shall no longer be of any force or effect, and the Holder of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to Warrants may exercise the Warrants pursuant to this Section 5 within fifteen in accordance with their terms (15) days after including, without limitation, on a “cashless exercise” basis). In the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments event that there is any adjustment to the Exercise Price (other than as specifically described herein), all references to dollar amounts and number of shares shall be made unless adjusted to preserve the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to economic intent of the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicabletransactions contemplated hereunder.

Mandatory Exercise. (a) If (i) at any time from and after the Price date hereof, the closing price of the Common Stock is greater than 150% Company’s Ordinary Shares on the Trading Market equals or exceeds $[ ]1 per Ordinary Share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 hereof at the Exercise Price as of the Mandatory Exercise Date (as adjusted defined below) (a “Mandatory Exercise”). The Company may exercise its right to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect require exercise under this Section 2 by delivering within not more than five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to shares of Common Stockthe Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (I) for sixty (60) consecutive trading days in the principal market in Trading Day on which the Common Stock is traded Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (iiII) the aggregate number of Warrants which the Company gives written notice has elected to be subject to such Mandatory Exercise from the Holder (the "Company Notice"“Mandatory Exercise Amount”) to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after 2. If the holder's receipt of Warrants have not been exercised by the Company NoticeMandatory Exercise Date, then (without limiting the Company's available remedies) (A) Warrants shall be cancelled. Notwithstanding the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminateforgoing, (B) the Company may thereafter refuse, in only exercise its sole discretion, to allow holder to exercise the Warrants (including rights pursuant to this Section 5), 2(d) if the Warrant Shares (Ci) all obligations have been registered by the Company on an effective registration statement registering the resale of the Company under Sections 0Warrant Shares, 0, 0 xxx 0 xxxxx xxxxxxxxx, or (Xii) no further adjustments can be sold pursuant to the Exercise Price shall be made unless the Company in its sole discretion consents in writingRule 144 without current public information requirements or manner of sale restrictions. Each Warrant holder's obligations under this This Section 5(a2(d) shall be subject to the expiration following requirements that (i) the Company’s Ordinary Shares and Warrant Shares will continue trading on the Trading Market with the Company’s belief, in good faith, that trading of the Company’s Ordinary Shares and the Warrant Shares on the Trading Market will continue uninterrupted for the foreseeable future, (ii) the Warrant Shares may be resold pursuant to registration statement or termination exempted from registration pursuant to Rule 144, (iii) the applicable Holder is not in possession of all waiting periods any information provided by the Company, any of its Subsidiaries, or any of the Company’s officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, and (and any extensions thereofiv) applicable to exercise for each Trading Day in a period of such holder's Warrants under the HSR Act twenty (as defined below); provided that such holder shall have certified in writing 20) consecutive Trading Days prior to the Company that a filing under applicable date in question, the HSR Act is required daily trading volume for the Company’s Ordinary Shares on the Trading Market exceeds 300,000 shares (subject to adjustment for forward and provided further that such holder shall use its best efforts to cause reverse stock splits and the expiration or termination of such waiting period to occur as promptly as practicablelike) per Trading Day.

Mandatory Exercise. (aSubject to the ownership restrictions set forth in Sections 2(e) If and 2(f) and provided there is an effective registration statement registering, and current prospectus available for, the resale of the Warrant Shares by the Holder on file with the Commission, if at any time from and after the Initial Issuance Date (i) the Price VWAP of the Common Stock is greater than 150% of the Exercise Price equals or exceeds $0.38 (as adjusted subject to reflect any appropriate adjustments for stock split, combination, reclassification, recapitalization, exchangesplits, stock dividend dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other distribution payable in Common Stock with respect to shares of Common Stocksimilar transactions) for sixty not less than ten (6010) consecutive trading days in Trading Days out of any thirty (30) consecutive Trading Days (the principal market in which the Common Stock is traded "Mandatory Exercise Measuring Period") and (ii) no Equity Conditions Failure has occurred (unless the Holder has waived such Equity Conditions Failure) as of such date (clauses (i) and (ii), the "Mandatory Exercise Conditions"), the Company gives shall have the right to require the Holder to exercise all or any portion of the Warrants then remaining under this Warrant, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in cash in accordance with Section 2(a) hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise under this Section 2(g) by delivering within not more than two (2) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by facsimile and overnight courier to the Holder and the Company’s transfer agent (the "Mandatory Exercise Notice" and the date the Holder received such notice is referred to as the "Mandatory Exercise Notice Date"). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (i) state (1) the Trading Day on which the Mandatory Exercise shall occur, which Trading Day shall not be less than one (1) Trading Day nor more than ten (10) Trading Days following the Mandatory Exercise Notice Date (the "Mandatory Exercise Date"), (2) the aggregate number of Warrants which the Company has elected to be subject to Mandatory Exercise from the Holder (the "Mandatory Exercise Amount") pursuant to this Section 2(g), (3) the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date and (ii) certify that the Mandatory Exercise Conditions have been satisfied. The Mandatory Exercise thereunder may only occur on the Mandatory Exercise Date if there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) that occurs immediately prior to the Mandatory Exercise Date (the "Mandatory 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 Mandatory Exercise Date (the "Bring-Down Notice") ), which notice shall certify whether or not the Mandatory Exercise Bring-Down Conditions have been satisfied. If the Mandatory Exercise Bring-Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Mandatory Exercise Notice will be null and void, ab initio. Notwithstanding anything to the holder hereof of the satisfaction of the condition contrary in clause (ithis Section 2(g), then within fifteen (15) days after until the effective date of the Company NoticeMandatory Exercise has occurred, the holder hereof shall exercise all of Mandatory Exercise Amount may be exercised, in whole or in part, by the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase Holder into shares of Common Stock pursuant to the terms other provisions of Section 2, as applicable. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Mandatory Exercise Notice until the Mandatory Exercise has occurred. Unless otherwise indicated by the Holder, all Warrants exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the Mandatory Exercise Amount of this Warrant Certificaterequired to be exercised on the Mandatory Exercise Date. If Upon an Equity Conditions Failure, the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days Holder may revoke any Exercise Notice delivered after the holder's receipt of Mandatory Exercise Notice is received by the Company Notice, then (without limiting Holder and the Company's available remedies, within one (1) (ATrading Day of such revocation, shall return the aggregate Exercise Price applicable to any such Exercise Notice(s) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price Holder by wire transfer of immediately available funds and any Warrants so exercised shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject deemed reinstated and returned to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableHolders, if applicable.

Mandatory Exercise. The Company may request that the Holder exercise this Warrant (athe “Mandatory Exercise”) If within thirty (30) Business Days after the date of the Mandatory Exercise Notice (as defined below) by delivering a written notice to the Holder at such address as the Holder shall have provided to the Company in writing pursuant to Section 14.2 hereof (the “Mandatory Exercise Notice”); provided that (i) the Daily Market Price for twenty (20) of the Common Stock thirty (30) Trading Days ending on the date of the Mandatory Exercise Notice (as defined below), is equal to or greater than 150250% of the Exercise Price Current Warrant Price, (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to ii) sufficient shares of Common StockStock of the Company are authorized and reserved for issuance upon the full exercise of this Warrant, (iii) the Registration Statement shall be effective, current and available for sixty use by the Holder in connection with sales of the Warrant Stock at all times from the date of the Mandatory Exercise Notice through the Mandatory Exercise Termination Date, and (60iv) consecutive trading days the Company is not in default of any material provision of any Transaction Document (as defined in the principal market Securities Purchase Agreement). The Mandatory Exercise Notice shall set forth the Current Warrant Price and the Daily Market Price for each of the previous twenty (20) Trading Days immediately preceding the date of the Mandatory Exercise Notice and shall state that this Warrant may be exercised in which conformity with this Section 2.2 within thirty (30) Business Days. The last day of such thirty-Business Day period is hereinafter referred to as the Common Stock is traded “Mandatory Exercise Termination Date”. To the extent the Holder fails to exercise this Warrant by 5:00 pm California time of the Mandatory Exercise Termination Date, then (i) this Warrant shall be deemed terminated for all purposes and (ii) the Company gives written notice (the "Company Notice") Holder shall deliver to the holder hereof Company this Warrant marked “cancelled” (but the failure of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of Holder to deliver this Warrant to the Company Notice, for cancellation shall not affect the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms termination of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt as of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5Mandatory Exercise Termination Date), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

Mandatory Exercise. (a) If (i) Notwithstanding any other provision contained in this Warrant to the Price contrary, from and after the first anniversary of the Initial Exercise Date, in the event that the closing price per share of Common Stock is greater than 150% of the Exercise Price equals or exceeds $5.00 (as appropriately adjusted to reflect for any stock split, combination, reclassification, recapitalization, exchangereverse stock split, stock dividend or other distribution payable in reclassification or combination of the Common Stock with respect to shares of Common Stockoccurring after the date hereof) for sixty twenty (6020) consecutive trading days commencing after the Registration Statement (as defined in the principal market in which Registration Rights Agreement) with respect to the shares of Common Stock is traded and issuable upon the exercise of this Warrant has been declared effective, the Company, upon thirty (ii30) the Company gives days prior written notice (the "Company NoticeNotice Period") given to the holder hereof Warrantholder within one business day immediately following the end of such twenty (20) trading day period, may demand that the Warrantholder exercise its cash exercise rights hereunder, and the Warrantholder must exercise its rights hereunder prior to the end of the satisfaction of the condition in clause Notice Period; provided that (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, simultaneously gives a similar notice to allow holder to exercise the all holders of Company Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that , (ii) all of the shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Warrantholder is able to sell such holder shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. If such exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Notice Period. Notwithstanding any such notice by the Company, the Warrantholder shall have certified in writing the right to exercise this Warrant prior to the Company that a filing under end of the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableNotice Period.

Mandatory Exercise. (a) If (i) Notwithstanding the provisions of Section 4, if, at any time after May 6, 2000, the Closing Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) Stock for sixty a period of not less than thirty (6030) consecutive trading days is equal to or greater than the following "Trigger Prices" (subject to adjustment as set forth in Section 5(a)) for any of the principal market in following periods: Period Trigger Price May 7, 2000 to May 6, 2001 $6.25 May 7, 2001 to May 6, 2002 $7.75 May 7, 2002 to February 28, 2003 $9.25 (each such event being referred to herein as the "TRIGGERING EVENT"), the Company may elect to cancel all Warrants that have not been exercised pursuant to Section 4 and that remain outstanding on or prior to the date that is 45 days from the Triggering Event (the "FINAL EXERCISE DATE"), without compensation to the Holders for their loss. To invoke such mandatory exercise mechanism, the Company shall provide written notice to each Holder of Warrants, which notice shall be mailed no later than the Common Stock is traded 35th day before the Final Exercise Date, by registered mail, return receipt requested, which notice shall (i) state that a Triggering Event has occurred and inform the Holders of Warrants that the Company has elected to cancel all Warrants that have not been exercised on or prior to the Final Exercise Date, (ii) set forth the Company gives written notice (Purchase Price then in effect and the "Company Notice") to the holder hereof number of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms that may be purchased upon exercise of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to and (iii) inform the Holders that all Warrants that have not been exercised in compliance with Section 4 by the close of business on the Final Exercise Date shall automatically be canceled in accordance with this Section 5 within fifteen 11 and that all rights of the Holders of such Warrants as holders will cease with respect to such Warrants at such time. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such mandatory exercise except as to a Holder (15a) days after to whom notice was not mailed or (b) whose notice was defective. Effective at 5:00 P.M. (New York City time) on the holder's receipt Final Exercise Date, all Warrants then outstanding shall be canceled and the Holders thereof shall have no further rights thereunder. In connection herewith, the Company shall comply with all other notification requirements of any securities exchanges and other markets on which any securities of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicableare traded.