Common use of Redemption of Warrant Clause in Contracts

Redemption of Warrant. Commencing at any time after the date on which after the Common Stock closing bid price reported by Bloomberg LP remains at an amount $0.752 per share (as adjusted for forward or reverse stock splits, stock dividends or other similar proportionately-applied change) for at least twenty (20) consecutive Trading Days (the “Call Condition”), the Company shall have the right, upon sixty (60) days’ notice to the Holder given not later than thirty (30) Trading Days after the date on which the Call Condition is satisfied (the “Redemption Notice”) to redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt by the Holder of the Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or in part) prior to the Redemption Date. Any portion of this Warrant that is subject to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable and shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled), and the Company, upon its receipt of the unexercised portion of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion of this Warrant to the Holder an amount equal to the number of shares of Common Stock called but remaining unexercised multiplied by the Redemption Price. The Redemption Price shall be mailed to such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25

Redemption of Warrant. Commencing at any time after Subject to the date on which after Purchase Agreement, in the Common Stock event that the average closing bid price of the Company's Common Stock (as reported by Bloomberg LP remains at an amount $0.752 per share the Nasdaq Stock Market) is greater than 115% of the then applicable Warrant Price hereunder for a five (as adjusted for forward or reverse stock splits, stock dividends or other similar proportionately-applied change) for at least twenty (205) consecutive Trading Days trading day period in any calendar month (the “i.e., June 1 to June 30, July 1 to July 31, etc.) ("Pre-Call Condition”Period"), the Company shall have the right, upon sixty at least five (605) trading days’ ' prior written notice to the Holder given Warrantholder ("Redemption Notice"), to redeem up to 200,000 shares underlying this Warrant (not later previously exercised), at a redemption price equal to $.01 per Warrant Share issuable hereunder for the portion hereof being redeemed, provided that (1) the Company may not exercise such redemption right more than thirty once in any calendar month, and (302) Trading Days the Company may reduce the then applicable Warrant Price to any lower Warrant Price hereunder which was previously in effect hereunder, by delivering to the Warrantholder an irrevocable written notice ("Reduction Notice") at least five (5) days prior to any such reduction. Any such Reduction Notice shall specify a reduction date which is on or prior to the twentieth day of such calendar month (but at least 5 days after such notice) and shall specify the new reduced Warrant Price hereunder. For clarification purposes, (a) the Pre-Call Period (or the new Pre-Call Period if there was a prior redemption during such calendar month) shall commence as of the date of such reduction, (b) the aggregate number of shares that may be redeemed in any calendar month shall not exceed 200,000 shares regardless of any such reduction, (c) any Warrant Price so reduced by the Company shall remain at such reduced Warrant Price for the remainder of such calendar month for all purposes hereunder, including without limitation for purchases of shares of Common Stock hereunder by the Warrantholder upon exercise hereof, and (d) the Company may deliver a Redemption Notice following a Warrant Price reduction hereunder only after the applicable Pre-Call Period has expired with the average closing bid price of the Company's Common Stock for such Pre-Call Period exceeding 115% of the new reduced Warrant Price. Any redemption hereunder shall occur on the date specified in the Redemption Notice ("Redemption Date"), provided that such Redemption Date may not occur until at least five (5) trading days following the date on which the Call Condition is satisfied (the “Redemption Notice”) to redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt by the Holder of Warrantholder received the Redemption Notice (the “"Redemption Notice Date”"). The Company may not deliver the Redemption Notice shall unless and until the average closing bid price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is greater than 115% of the applicable Warrant Price (as may be provided to the Holder promptly and in all events within reduced hereunder) over a five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this sectionconsecutive trading day period occurring in any one calendar month. The Holder may exercise this Warrant at any time (in whole or in part) prior to period from the Redemption Date. Any portion of this Warrant that is subject Notice Date to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable referred to herein as the "Post-Call Period". The Warrantholder may exercise this Warrant, including any portion subject to a Redemption Notice, at any time and shall be returned from time to time during the period from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and, and thereafter if such redemption price is not so returned, shall automatically be deemed canceledpaid), and the Company, upon its receipt Company shall honor all tendered Exercise Agreements during such period. Any Redemption Notice under this Section shall be irrevocable. If the Company intends (or is only permitted) to redeem less than all of the unexercised portion then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to redeem this Warrant on a timely basis after delivering a Redemption Notice shall result in the Company being prohibited from exercising such right pursuant to this Section again. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem this Warrant pursuant to this Section unless at all times during the Pre-Call Period and Post-Call Period (i) all the Warrant Shares with respect to this Warrant are covered by an effective registration statement under the Securities Act and a deliverable prospectus, (ii) the Warrant Shares with respect to this Warrant are listed and traded on the Nasdaq Stock Market, (iii) the Company is not in breach of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion any provisions of this Warrant to or the Holder an amount equal to other Agreements, and (iv) the number average closing bid price of shares of the Company's Common Stock called but remaining unexercised multiplied (as reported by the Redemption Price. The Redemption Nasdaq Stock Market) is greater than 115% of the applicable Warrant Price shall (as may be mailed to such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25reduced hereunder).

Redemption of Warrant. Commencing If at any time after anytime during the date on which after Exercise Period the Common Stock closing bid price reported by Bloomberg LP remains trades at an amount or above $0.752 4.00 per share (as adjusted subject to adjustment for forward or and reverse stock splits, recapitalizations, stock dividends or other similar proportionately-applied changeand the like) for at least twenty (20the "Threshold Price") during 10 consecutive Trading Days (the “Call Condition”"Measurement Period"), then the Company shall have the rightmay, upon sixty (60) days’ 30 days prior written notice to the Holder given not later than thirty (30) Trading Days after the date on which the Call Condition is satisfied (the “Redemption Notice”), call for redemption (“Call”) to redeem of all but not less than all of the number Warrants then outstanding provided that the Common Stock has traded an average of Warrant Shares specified in 100,000 shares per day during the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share Measurement Period (the “Redemption PriceThreshold Volume”), on . If the date conditions set forth in below for such Call are satisfied from the Redemption Notice, but in no event earlier than sixty (60) days following period from the date of the receipt Redemption Notice through and including the Redemption Date (as defined below), then this Warrant for which a Notice of Exercise shall not have been received by the Holder Redemption Date will be cancelled at 5:00 p.m. (New York City time) on the 30th day after the date the Call Notice is placed in the United States mail (by first class mail) (such date, the "Redemption Date"). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of the Exercise with respect to Warrant Shares subject to a Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or in part) that are tendered prior to the Redemption Date. Any portion of this Warrant that is subject to the Call Condition which is not exercised by 5:30 5:00 p.m. (Eastern New York City time) on the Redemption Date shall no longer be exercisable and shall be returned Date. Notwithstanding anything to the Company (and, if not so returned, shall automatically be deemed canceled), and the Company, upon its receipt of the unexercised portion of contrary set forth in this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion the Company may not deliver a Redemption Notice or require the cancellation of this Warrant (and any Redemption Notice will be void), unless, from the beginning of the 10th consecutive Trading Day used to determine whether the Holder an amount equal to the number of shares of Common Stock called but remaining unexercised multiplied has achieved the Threshold Price through the Redemption Date, the Company has effective under the Securities Act of 1933, as amended, a registration statement providing for the resale of the Warrant Shares and the prospectus thereunder available for use by the Redemption Price. The Redemption Price shall be mailed to Holders for the resale of all such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25Shares.

Redemption of Warrant. Commencing at any time after on the date on which after 18 months from the Initial Exercise Date in the event that (i) the Closing Bid Price or Closing Sale Price of the Common Stock closing bid price reported by Bloomberg LP remains is at an amount least equal to $0.752 per share 7.00 (as adjusted subject to adjustment for forward or reverse stock splits, stock dividends or other similar proportionately-applied changedividends, reorganizations, and the like) for at least twenty a thirty (2030) consecutive Trading Days Day period prior to the Trading Day a Redemption Notice (as defined below) is sent by the Company to the Holder (“Pre-Call ConditionPeriod”), and (ii) for each trading day during the Pre-Call Period, the trading volume for the Common Stock is at least equal to 300,000 shares then Company shall have the right, upon sixty at least ten (6010) days’ Trading Days' prior written notice to the Holder given not later than thirty (30) Trading Days after the date on which the Call Condition is satisfied (the “Redemption Notice”) ), to redeem all or any portion of the number of Warrant Shares underlying this Warrant (not previously exercised), at a redemption price equal to $7.00 per Warrant Share issuable hereunder for the portion hereof being redeemed. However, the Company may not exercise such redemption right more than once. Any redemption hereunder shall occur on the date specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share Notice (the “Redemption PriceDate”), on the date set forth in the provided that such Redemption Notice, but in no event earlier than sixty Date may not occur until at least ten (6010) days Trading Days following the date of the receipt by on which the Holder of received the Redemption Notice (the “Redemption Notice Date”). The period from the Redemption Notice Date to the Redemption Date shall be provided referred to herein as the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. “Post-Call Period.” The Holder may exercise this Warrant Warrant, including any portion subject to a Redemption Notice, at any time (in whole or in part) prior and from time to time during the Redemption Date. Any portion Post-Call Period, and the Company shall honor all exercises of this Warrant that is subject to by the Holder during the Post-Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Period. Any Redemption Date shall no longer be exercisable and Notice under this Section shall be returned to irrevocable. If the Company (and, if not so returned, shall automatically be deemed canceled), and the Company, upon its receipt intends to redeem less than all of the unexercised portion of then outstanding Warrants issued to Holders under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion of Section. Failure by the Company to redeem this Warrant on a timely basis after delivering a Redemption Notice shall result in the Company being prohibited from exercising such right pursuant to the Holder an amount equal to the number of shares of Common Stock called but remaining unexercised multiplied by the Redemption Price. The Redemption Price shall be mailed to such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25this Section again.

Redemption of Warrant. Commencing at any time after Subject to the date on which after Purchase Agreement, in the Common Stock closing bid price reported by Bloomberg LP remains at an amount $0.752 per share (as adjusted event that the Market Price is greater than 125% of the Warrant Price for forward or reverse stock splits, stock dividends or other similar proportionately-applied change) for at least twenty (20) consecutive Trading Days trading days (the “"Pre-Call Condition”Period"), the Company shall have the right, upon sixty (60) days’ notice to the Holder given not later than at least thirty (30) Trading Days after business days' prior written notice to the Warrantholder ("Redemption Notice") (the period from the Redemption Notice to the redemption date being referred to as the "Post-Call Period"), to redeem all or any portion of this Warrant which has not previously been exercised, at a redemption price equal to $.01 per Warrant Share issuable hereunder for the portion hereof being redeemed. The Warrantholder may exercise this Warrant, including any portion subject to a Redemption Notice, during the period from the date of such Redemption Notice through the date on which the Call Condition redemption price for such Warrants is satisfied (the “Redemption Notice”) to redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt paid by the Holder of the Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or in part) prior to the Redemption Date. Any portion of this Warrant that is subject to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable and shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled)Company, and the Company, upon its receipt of Company shall honor all tendered Exercise Agreements during such period. Any Redemption Notice under this Section shall be irrevocable and shall indicate the unexercised portion of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion of this Warrant to be redeemed and the Holder an amount equal date (subject to the number terms hereof) on which such redemption is to occur. If the Company intends to redeem less than all of shares of Common Stock called but remaining unexercised multiplied the then outstanding Warrants issued to Investors under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to redeem this Warrant on a timely basis after delivering a Redemption Price. The Redemption Price Notice shall be mailed result in the Company being prohibited from exercising such right pursuant to such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25this Section again.

Redemption of Warrant. Commencing at any time after (i) Subject to the date on which after Purchase Agreement and subject to the terms set forth herein (including without limitation subsection (ii) below), in the event that prior to the second anniversary of the original issuance of this Warrant, the closing sale price of the Company's Common Stock closing bid price (as reported by Bloomberg LP remains at an amount $0.752 per share the Nasdaq Stock Market) is greater than 250% of the then applicable Warrant Price hereunder for a period (as adjusted for forward or reverse stock splits, stock dividends or other similar proportionately-applied change"Pricing Period") for at least twenty of fifteen (2015) consecutive Trading Days (as defined in the “Call Condition”Notes), the Company shall have the right, upon sixty at least ten (6010) days’ Trading Days' prior written notice to the Holder given Warrantholder ("Redemption Notice"), to redeem any portion or all of the shares underlying this Warrant (not later than thirty previously exercised), at a redemption price equal to $.01 per Warrant Share issuable hereunder for the portion hereof being redeemed. Any redemption hereunder shall occur on the date specified in the Redemption Notice (30"Redemption Date"), provided that such Redemption Date may not occur until at least ten (10) Trading Days after following the date on which the Call Condition is satisfied (the “Redemption Notice”) to redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt by the Holder of Warrantholder receives the Redemption Notice (the “"Redemption Notice Date”"). The Company may not deliver any Redemption Notice shall be provided to until after the Holder promptly completion of the Pricing Period, and in all events must deliver any Redemption Notice within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this sectionfollowing the last day of any Pricing Period. The Holder may exercise this Warrant at any time (in whole or in part) prior to period from the Redemption Date. Any portion of this Warrant that is subject Notice Date to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable referred to herein as the "Post-Call Period". The Warrantholder may exercise this Warrant, including any portion subject to a Redemption Notice, at any time and shall be returned from time to time during the period from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and, and thereafter if such redemption price is not so returned, shall automatically be deemed canceledpaid), and the Company, upon its receipt Company shall honor all tendered Exercise Agreements during such period. If the Company intends to redeem less than all of the unexercised portion of then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion of this Warrant to the Holder an amount equal to the number of shares of Common Stock called but remaining unexercised multiplied by the Redemption Price. The Redemption Price shall be mailed to such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25Section.

Redemption of Warrant. Commencing at any time after Subject to the date on which after Purchase Agreement, in the Common Stock event that the closing bid price of the Company's Common Stock (as reported by Bloomberg LP remains at an amount $0.752 per share (as adjusted the Nasdaq Stock Market) is greater than 175% of the Warrant Price for forward or reverse stock splits, stock dividends or other similar proportionately-applied change) for at least twenty (20) consecutive Trading Days trading days (the “"Pre-Call Condition”Period"), the Company shall have the right, upon sixty at least ten (6010) trading days’ ' prior written notice to the Holder given Warrantholder ("Redemption Notice"), to redeem all or any portion of this Warrant which has not later than thirty previously been exercised, at a redemption price equal to $.01 per Warrant Share issuable hereunder for the portion hereof being redeemed. Such redemption shall occur on the date specified in the Redemption Notice (30"Redemption Date"), provided that such Redemption Date may not occur until at least ten (10) Trading Days after trading days following the date on which the Call Condition is satisfied (the “Redemption Notice”) to redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt by the Holder of Warrantholder received the Redemption Notice (the “"Redemption Notice Date”"). The Company may not deliver the Redemption Notice shall be provided to unless and until the Holder promptly and in all events within five closing bid price of the Company's Common Stock (5as reported by the Nasdaq Stock Market) Trading Days after Company announces its intention to exercise its redemptions rights under this sectionis greater than 175% of the Warrant Price for ten (10) consecutive trading days. The Holder may exercise this Warrant at any time (in whole or in part) prior to period from the Redemption Date. Any portion of this Warrant that is subject Notice Date to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable referred to herein as the "Post-Call Period". The Warrantholder may exercise this Warrant, including any portion subject to a Redemption Notice, at any time and shall be returned from time to time during the period from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and, if and thereafter is such redemption price is not so returned, shall automatically be deemed canceledpaid), and the Company, upon its receipt Company shall honor all tendered Exercise Agreements during such period. Any Redemption Notice under this Section shall be irrevocable. If the Company intends to redeem less than all of the unexercised portion then outstanding Warrants issued to Investors under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to redeem this Warrant on a timely basis after delivering a Redemption Notice shall result in the Company being prohibited from exercising such right pursuant to this Section again. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem this Warrant pursuant to this Section unless at all times during the Pre-Call Period and Post-Call Period (i) all the Warrant Shares with respect to this Warrant are covered by an effective registration statement under the Securities Act and a deliverable prospectus, (ii) the Warrant Shares with respect to this Warrant are listed and traded on the Nasdaq Stock Market, (iii) the Company is not in breach of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion any provisions of this Warrant to or the Holder an amount equal to other Agreements, and (iv) the number closing bid price of shares of the Company's Common Stock called but remaining unexercised multiplied (as reported by the Redemption Price. The Redemption Price shall be mailed to such Holder at its address Nasdaq Stock Market) is greater than 175% of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25Price.

Redemption of Warrant. Commencing Provided that all amounts under the --------------------- Credit Agreement have been repaid, (i) the Company, at the option of the Board of Directors, may redeem in whole or in part this Warrant, at any time or from time to time after the third anniversary of the date hereof, upon notice given as hereinafter specified, at the redemption price in effect at the redemption date as provided in this Section 7, and (ii) the Company shall redeem this Warrant upon the earlier of: (A) a Change in Control; or (B) receipt by the Company of written request of the holder of this Warrant delivered to the Company at any time after the fifth anniversary of the date on which after hereof, at the Common Stock closing bid redemption price reported by Bloomberg LP remains in effect at an amount $0.752 per share (the redemption date as adjusted for forward or reverse stock splits, stock dividends or other similar proportionately-applied change) for provided in this Section 7. Any partial redemption at least twenty (20) consecutive Trading Days (the “Call Condition”), option of the Company shall have will be pro rata among the right, upon sixty (60) days’ notice to the Holder given not later than thirty (30) Trading Days after the date outstanding Warrants based on which the Call Condition is satisfied (the “Redemption Notice”) to redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt by the Holder of the Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or in part) prior to the Redemption Date. Any portion of this Warrant that is subject to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable and shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled), and the Company, upon its receipt of the unexercised portion of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion of this Warrant to the Holder an amount equal to the number of shares of Common Warrant Stock called but remaining unexercised multiplied into which the Warrants to be redeemed are exercisable calculated on an as exercised basis. Any redemption at the option of the Company will occur on the redemption date specified on the notice of optional redemption, any redemption as a result of a Change in Control shall occur no later than five (5) days following such Change in Control, and any redemption at the request of the holder of a Warrant shall occur within ten (10) days of the request. Upon receipt by the Redemption Price. The Redemption Price Company of any request by the holder of any Warrant to redeem such Warrant, the Company shall be mailed promptly provide written notice thereof to such Holder at its address the holders of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25all other Warrants.

Redemption of Warrant. Commencing If at any time after anytime during the date on which after Exercise Period the Common Stock closing bid price reported by Bloomberg LP remains trades at an amount or above $0.752 2.50 per share (as adjusted subject to adjustment for forward or and reverse stock splits, recapitalizations, stock dividends or other similar proportionately-applied changeand the like) for at least twenty (20the "Threshold Price") during 10 consecutive Trading Days (the “Call Condition”"Measurement Period"), then the Company shall have the rightmay, upon sixty (60) days’ 30 days prior written notice to the Holder given not later than thirty (30) Trading Days after the date on which the Call Condition is satisfied (the “Redemption Notice”), call for redemption (“Call”) to redeem of all but not less than all of the number Warrants then outstanding provided that the Common Stock has traded an average of Warrant Shares specified in 100,000 shares per day during the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share Measurement Period (the “Redemption PriceThreshold Volume”), on . If the date conditions set forth in below for such Call are satisfied from the Redemption Notice, but in no event earlier than sixty (60) days following period from the date of the receipt Redemption Notice through and including the Redemption Date (as defined below), then this Warrant for which a Notice of Exercise shall not have been received by the Holder Redemption Date will be cancelled at 5:00 p.m. (New York City time) on the 30th day after the date the Call Notice is placed in the United States mail (by first class mail) (such date, the "Redemption Date"). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of the Exercise with respect to Warrant Shares subject to a Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or in part) that are tendered prior to the Redemption Date. Any portion of this Warrant that is subject to the Call Condition which is not exercised by 5:30 5:00 p.m. (Eastern New York City time) on the Redemption Date shall no longer be exercisable and shall be returned Date. Notwithstanding anything to the Company (and, if not so returned, shall automatically be deemed canceled), and the Company, upon its receipt of the unexercised portion of contrary set forth in this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion the Company may not deliver a Redemption Notice or require the cancellation of this Warrant (and any Redemption Notice will be void), unless, from the beginning of the 10th consecutive Trading Day used to determine whether the Holder an amount equal to the number of shares of Common Stock called but remaining unexercised multiplied has achieved the Threshold Price through the Redemption Date, the Company has effective under the Securities Act of 1933, as amended, a registration statement providing for the resale of the Warrant Shares and the prospectus thereunder available for use by the Redemption Price. The Redemption Price shall be mailed to Holders for the resale of all such Holder at its address of record, and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25Shares.

Redemption of Warrant. Commencing at any time Subject to the provisions of this Section 2(e), if (and every time) after the effective date on which after of a registration statement, if any, covering the Warrant Shares (the “Effective Date”), the average Closing Price of the Common Stock closing bid price reported by Bloomberg LP remains at an amount during a period of ten (10) consecutive Trading Days, which period shall not have commenced until after such Effective Date, exceeds $0.752 3.00 per share (as adjusted subject to appropriate adjustment for reverse and forward or reverse stock splits, stock dividends or dividends, stock combinations and other similar proportionately-applied changetransactions of the Common Stock that occur after the date of the Purchase Agreement) for and the average trading volume of such shares during such period is at least twenty (20) consecutive Trading Days (the “Call Condition”)50,000 shares per day, the Company shall have the rightmay, upon sixty within four (60) days’ notice to the Holder given not later than thirty (304) Trading Days after the date on which the Call Condition is satisfied (the “Redemption Notice”) to redeem the number of such period, call for redemption of all or any portion of this Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 .01 per Warrant Share for which a Notice of Exercise has not yet been delivered (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Redemption PriceCall Notice”), on indicating therein the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of the receipt by the Holder of the Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events within five (5) Trading Days after Company announces its intention to exercise its redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or in part) prior to the Redemption Date. Any portion of this Warrant that is subject to the Call Condition which is not exercised by 5:30 p.m. (Eastern time) on the Redemption Date shall no longer be exercisable and shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled), and the Company, upon its receipt of the unexercised portion of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such called but unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received from and after the date of the Call Notice will be redeemed at 6:30 p.m. (New York City time) on the fifteenth (15th) Trading Day after the date the Call Notice is received by the Holder an amount equal (such date, the “Call Date”) at a redemption price of $.01 per Warrant so redeemed. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of shares of Common Stock called but remaining unexercised multiplied by the Redemption Price. The Redemption Price shall be mailed Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder at its address of recordto acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically redeemed, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall be canceled. 2 Represents 3x the conversion price not have delivered a Notice of $0.25Exercise.