Common use of Redemption Right Clause in Contracts

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.504.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date"i) on which the Closing Price No sooner than sixty (as defined below60) of the Common Stock for days nor later than ten (10) consecutive days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or email and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the earlier of Holder’s receipt of a Change of Control Notice or public announcement of a Change of Control and ending twenty (20) Trading Days (as defined below) is equal after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or greater than $7.50, to deliver a any portion of this Note by delivering written notice thereof (the "“Change of Control Redemption Notice"”) to the Company, which Change of Control Redemption Notice shall indicate the amount of Principal the Holder that is electing to require the Company will to redeem this Warrant and the date on which the Change of Control redemption shall occur (the "“Change of Control Redemption Date"”), which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Change of Control Redemption Notice. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company at a price (the “Change of Control Redemption Price”) equal to the amount of the Company Redemption Price (as defined belowin Section 8(b)), and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) provided, however, (it being understood that references therein to the Company Redemption Date shall have such right if and only if (x) for a period of thirty (30) days prior be deemed references to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Change of Control Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, ). (ii) registered for resale Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 9 and shall have priority to payments to stockholders in connection with a Change of Control as such redemption obligation shall constitute a debt obligation of the Company. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the amount of Principal to be redeemed under the Securities Act of 1933this Section 5(b) (together with any interest thereon) may be converted, as amendedin whole or in part, by the holder Holder into Common Stock pursuant to Section 3 (including, without limitation, the right to receive the amounts set forth in Section 3(f)). The Change of this Warrant (Control Redemption Price will be payable regardless of whether the amount of Principal to be redeemed is redeemed for cash or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the converted to shares of Common Stock pursuant to Section 3(f). The parties hereto agree that in the event of the Company were then tradedCompany’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. The Redemption Price Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be paid by the Company to the Holder within two (2) business days deemed, a reasonable estimate of the Redemption Date. The "Redemption Price" shall equal the Closing Price (Holder’s actual loss of its investment opportunity and not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) VWAP exceeded 250% of the Common Stock offering price for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Shares for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(vi) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall i. Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing VWAP has equaled or exceeded $[●]2 the Exercise Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. iii. Notice of redemption of this Warrant (the "“Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date") at , any Warrant Shares noticed for redemption that have not theretofore been exercised by the Redemption Price (as defined below) providedHolder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. ____________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, howeverthe Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, that claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall have such right if and only if (x) for a period of thirty (30) days prior as promptly as practicable issue to the Calculation Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, (i) Beginning on any day the later of (i) the "Calculation Date"Shareholder Approval Date and (ii) the date on which the Closing Price Resale Registration Statement (as defined belowin the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Common Stock Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day No sooner than twenty-five (the "Calculation Date"25) on which the Closing Price days nor later than twenty (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (3020) days prior to the Calculation consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) at all times during such thirty the product of (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). The Redemption Price Redemptions required by this Section 5 shall be paid made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 5(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The (i) Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall be entitledwithin two (2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, on the Holder may require the Company to redeem all or any day portion of this Note by delivering written notice thereof (the "Calculation Date"“Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the amount of Principal of this Note the Holder is electing to require the Company to redeem and the date on which the Closing Price Event of Default redemption shall occur (as defined belowthe “Event of Default Redemption Date”) of the Common Stock for which date shall not be less than five (5) Business Days nor more than ten (10) consecutive Trading Business Days after the date of the Event of Default Redemption Notice. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the product of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Event of Default Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined belowin Section 8(b)) (it being understood that references therein to the Company Redemption Date shall be deemed references to the Event of Default Redemption Date). (ii) Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 9. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. If a Change of Control transaction is equal publicly announced at a time when an Event of Default has occurred and is continuing but prior to or greater than $7.50, redemption pursuant to deliver a written notice (the "an Event of Default Redemption Notice") to , the Holder that may elect to receive the Company will redeem this Warrant (the "Redemption Date") at the Change of Control Redemption Price (as defined below) provided, however, that instead of the Company shall have such right if and only if (x) for Event of Default Redemption Price. If a period Change of Control transaction is publicly announced within thirty (30) days prior following a redemption pursuant to an Event of Default Redemption Notice, the Holder shall be entitled to an additional payment equal to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through additional amount the Redemption DateHolder would have been entitled to receive had the Change of Control been publicly announced pursuant to this Section 4(b). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note or other payment payable under this Section 4(b), the Warrant Shares issuable upon exercise Holder’s damages would be uncertain and difficult to estimate because of the Warrants are (iparties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default Redemption Premium due under this Section 4(b) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, is intended by the holder of this Warrant (or may otherwise parties to be, and shall be resold publicly without restriction) and sales deemed, a reasonable estimate of the Warrant Shares may be made continuously thereunder during such time periods, Holder’s actual loss of its investment opportunity and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled(a) If, at any time during the period commencing on any day (the "Calculation Date") on which first anniversary of the Closing Price (as defined below) Date and ending on the second anniversary of the Common Stock Closing Date, the rolling volume weighted average price of the ADS as quoted on the NASDAQ for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of any given thirty (30) days prior consecutive Trading Day period is below US$4.0 per ADS (the “Redemption Right Triggering Event”), Purchaser may, at any time before the end of a period of fifteen (15) Business Days after the second anniversary of the Closing (“Redemption Notice Period”), elect, in its sole discretion, by giving a written notice to the Calculation Date and Company (y) at all times during such thirty (30) day period and continuing through the “Redemption DateNotice”), the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by to require the Company to redeem all (but not less than all) of the Holder within two (2) business days Remaining Subject Shares held by Purchaser as of the date of the Redemption DateNotice. The "Such Redemption Price" Notice shall equal be delivered to the Closing Price Company’s registered office address and business address at ▇▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China. (as defined belowb) on If the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted Right Triggering Event has occurred and Purchaser exercises its Redemption Right pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 5.13(a), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for Company shall, within fifteen (15) Business Days after the shares date the Redemption Notice is given, pay to Purchaser in respect of Common Stock on the OTCBB Remaining Subject Shares as reported of the Redemption Date an amount equal to (A) the Unreleased Investment Amount as of the Redemption Date multiplied by Bloomberg Financial Markets or other similar reliable reporting service as designated by (B) 120% (the Holder ("Bloomberg"“Redemption Price”), or in accordance with Section 5.15 (the date on which the Redemption Price is so paid, the “Redemption Date”), and (ii) upon the Redemption Date and subject to the Purchaser receiving the Redemption Price in full, Purchaser shall promptly take any action which may be necessary to release and discharge the Security over the Collateral Account, and HK Holdco shall own and be entitled to withdraw all the Cash Collateral on deposit at the Collateral Account, free and clear of any Encumbrance, subject to Section 5.15. If the Redemption Right Triggering Event has occurred but Purchaser does not exercise its Redemption Right pursuant to this Section 5.13 nor exercise its rights pursuant to the Option Deed, effective upon expiration of the Redemption Notice Period, Purchaser shall promptly take any action which may be necessary to release and discharge the Security over the Collateral Account, and HK Holdco shall own and be entitled to withdraw all the Cash Collateral on deposit at the Collateral Account, free and clear of any Encumbrance. (c) Subject to other sections of this Agreement, if the OTCBB is Redemption Right Triggering Event does not occur, upon the principal trading market for second anniversary of Closing, Purchaser shall promptly take any action which may be necessary to release and discharge the shares of Common StockSecurity over the Collateral Account, and HK Holdco shall own and be entitled to withdraw all the last reported sale price Cash Collateral on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, deposit at the option Collateral Account, free and clear of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationany Encumbrance.

Redemption Right. The Company shall be entitled, on any day (In the "Calculation Date"event that the Board approval described in Section 6.02(c) on which has not been obtained within 135 days after the Closing Price (as defined below) date of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal notice referred to in Section 6.01 or greater than $7.50a Sale of the Company has not been completed within 165 days after the date of such notice, to deliver a the Majority Investors shall have the right by written notice (the "“Redemption Notice"”) to the Holder that require the Company will to redeem this all of the Warrants and shares of Common Stock then held by the Investors, in each case at a price equal to the applicable Redemption Price for each such Warrant or share redeemed (the "“Redemption”). The “Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company Price” for purposes of this Section 6.03 shall have such right if and only if equal (x) for in the case of a period Warrant, the fair value of thirty the Warrant as of a date (30the “Valuation Date”) days that is no earlier than the fifth business day prior to the Calculation Date date of payment of the Redemption Price, as determined by an Independent Financial Expert (using standard option pricing models for American style options, such as the ▇▇▇-▇▇▇▇▇▇▇▇▇▇ binomial model, taking into account the intrinsic and option value of the Warrant but assuming annualized volatility of 110% over the Warrant’s remaining term), and (y) at all times during in the case of a share of Common Stock, the higher of (a) the fair value of such thirty (30) day period and continuing through share of Common Stock as of the Redemption Valuation Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, determined by the holder of this Warrant Independent Financial Expert (using one or may otherwise more valuation methods that the Independent Financial Expert in its best professional judgment determines to be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periodsmost appropriate, and (iii) listed for trading on each principal exchange or market on which assuming the shares of Common Stock then held by the Investors are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors), and (b) the Market-Based Value as of the Company were then tradedValuation Date, in each case of (x) and (y) plus interest thereon from the Valuation Date to the date of payment of the Redemption Price at the rate of 5.0% per annum. The Redemption Price shall be paid by due and payable on or before the Company later to occur of (a) the Holder within two (2) business days tenth Business Day after the date of the delivery of the Redemption Date. The "Redemption Price" shall equal Notice and (b) the Closing Price (as defined below) on fifth Business Day after the Redemption Date less the Exercise Price, multiplied Price has been determined by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) Independent Financial Expert, and if not timely paid, shall prohibit exercise of the Warrant otherwise permitted pursuant bear interest thereafter at a default interest rate equal to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation5.0% compounded monthly and payable upon demand.

Redemption Right. The Company shall i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) closing price of the Common Stock Company’s common stock on the Company’s primary Trading Market has equaled or exceeded $[●] for ten (10) consecutive Trading Days and (as defined belowii) the daily trading volume of the Common Stock on the Company’s primary Trading Market has exceeded [●] shares on each of such ten (10) Trading Days referred to in Section 2(f)(i). ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice [●] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") to Date”), the Holder that the Company will redeem this of a redeemed Warrant (the "Redemption Date") at shall be entitled to payment of the Redemption Price (as defined below) provided, however, that upon surrender of the Company Warrant to the Company. iii. Notice of redemption of this Warrant shall have such right if and only if (x) for a period of thirty (30) days be given at least 30 days’ prior to the Calculation Redemption Date by the Company (i) notifying the Holders of such redemption via publication of a press release and (yii) at all times during taking such thirty (30) day period other steps as may be required under applicable law. iv. From and continuing through after the Redemption Date, the any Warrant Shares issuable noticed for redemption that have not theretofore been exercised by the Holder shall, upon exercise payment of the Warrants are (i) authorized and reserved for issuanceaggregate Redemption Price therefor, (ii) registered for resale under cease to represent the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company were then traded. The Redemption Price shall be paid by Company. v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by a new certificate in book-entry form for the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the unredeemed Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationShares.

Redemption Right. The Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall be entitled, on any day within one (the "Calculation Date"1) on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to Business Day deliver a written notice thereof via facsimile or electronic mail and overnight courier (the "Redemption an “Event of Default Notice"”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder that becoming aware of an Event of Default, the Holder may require the Company will to redeem (an “Event of Default Redemption”) all or any portion of this Warrant Note by delivering written notice thereof (the "“Event of Default Redemption Date"Notice”) at to the Company, which Event of Default Redemption Price (as defined below) provided, however, that Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 6(b) shall have such right if and only if (x) for be redeemed by the Company in cash by wire transfer of immediately available funds at a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are price equal to: (i) authorized and reserved for issuance, (iiwith respect to an Event of Default Redemption related to an Event of Default described in Section 6(a)(i) registered for resale under the Securities Act of 1933, or Section 6(a)(v) as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company it relates to the Holder within two (2) business days of Company’s failure to deliver the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the required number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported applicable Share Delivery Date, the greater of (x) 112% of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by Bloomberg Financial Markets or other similar reliable reporting service as designated by dividing (I) the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for greatest Closing Sale Price of the shares of Common StockStock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Event of Default Conversion Price in effect during such period and (ii) with respect to an Event of Default Redemption related to any other Event of Default, 112% of the Conversion Amount being redeemed (the “Event of Default Redemption Price”). To the extent redemptions required by this Section 6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the last reported sale price on Conversion Amount submitted for redemption under this Section 6(b) (together with any interest thereon) may be converted, in whole or in part, by the principal trading market Holder into Common Stock pursuant to Section 3 and Section 5(b). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 6(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Common Stock as reported Holder. Accordingly, any Event of Default redemption premium due under this Section 6(b) is intended by Bloombergthe parties to be, or (iii) if the last reported sale price cannot and shall be determined as of such date on any deemed, a reasonable estimate of the foregoing bases, Holder’s actual loss of its investment opportunity and not as a penalty. Receipt of the Closing Event of Default Redemption Price by the Holder shall be the fair market value as reasonably determined in good faith by the Board of Directors sole and exclusive remedy of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar Holder with respect to the business portion of the corporationthis Note so redeemed in connection with an Event of Default hereunder.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $1.25 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(f) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for Not less than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, the Company shall deliver written notice thereof to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Parent Guarantor or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise Holder’s receipt of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act a Change of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periodsControl Notice, and (iiiz) listed for trading on each principal exchange the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or market on any portion of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the shares Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Common Stock Control, the Company may redeem (a “Company Change of Control Redemption”) all but not less than all of this Note by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company were is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then tradedit must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The Redemption Price portion of this Note subject to redemption pursuant to this Section 5(b) shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two sum of (2A) business days the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the “Change of Control Redemption DatePrice”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined belowevent of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) on the Redemption Date less the Exercise Price, multiplied is intended by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) parties to be, and shall prohibit exercise be deemed, a reasonable estimate of the Warrant otherwise permitted pursuant to the terms Holder’s actual loss of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," its investment opportunity and not as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall be entitled, on any day deliver written notice thereof via electronic mail and overnight courier to the Holder (the a "Calculation DateChange of Control Notice") on which setting forth a description of such transaction in reasonable detail and the Closing Price anticipated Change of Control Redemption Date (as defined belowin Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the Common Stock for ten consummation of such Change of Control, the Holder may require the Company to redeem (10a "Change of Control Redemption") consecutive Trading Days (as defined below) is equal to all or greater than $7.50, to deliver a any portion of this Note by delivering written notice thereof (the "Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder that is electing to require the Company will redeem to redeem. The portion of this Warrant (the "Redemption Date"Note subject to redemption pursuant to this Section 5(b) at the Redemption Price (as defined below) provided, however, that shall be redeemed by the Company shall have such right if and only if in cash by wire transfer of immediately available funds at a price equal to the greater of (x) for a period of thirty (30) days prior to the Calculation Date Conversion Amount being redeemed and (y) at all times during such thirty the product of (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the "Change of Control Redemption Price"). The Redemption Price Redemptions required by this Section 5 shall be paid made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), or (ii) if the OTCBB is not Holder's damages would be uncertain and difficult to estimate because of the principal trading market parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 5(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder's actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled(a) Subject to Section 5(d) below, on any day (if Stockholder Approval has not been obtained by the "Calculation Date") on which the Closing Price (as defined below) one-year anniversary of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Original Issue Date, the Warrant Shares issuable upon Holder shall have the right (the “Redemption Right”) at any time and from time to time commencing on such one-year anniversary and ending on such date that the Stockholder Approval is obtained thereafter, to cause the Company to pay, at the option of the Holder, an amount equal to (a) $6.35 (subject to adjustment in accordance with Section 10 hereof) (the “Redemption Price”) multiplied by (b) the number of shares of Common Stock with respect to which the Holder is exercising the Redemption Right. (b) In connection with the exercise of its Redemption Right, the Warrants are Holder shall provide the Company written notice in the form of Schedule 2 attached hereto (the “Redemption Notice”) indicating (i) authorized and reserved for issuancethe number of shares with respect to which it is exercising the Redemption Right, (ii) registered for resale under the Securities Act Number of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during (as defined in Section 10) following such time periods, exercise and (iii) listed for trading on each principal exchange or market on the applicable aggregate Redemption Price. (c) Subject to Section 5(d) below, the Company shall, within two Trading Days after receipt of the Redemption Notice, pay the applicable aggregate Redemption Price in cash to the Holder and cancel this Warrant and promptly issue a New Warrant to the Holder representing the Number of Warrant Shares with respect to which the shares of Common Stock of the Company were then traded. Redemption Right was not exercised. (d) The Redemption Right in this Section 5 shall terminate on the earlier of: (i) such time as an aggregate of $7.5 million in aggregate Redemption Price shall be (the “Redemption Cap”) has been paid by the Company to the Holder within two (2) business days in connection with one or more exercises of the Redemption DateRight and (ii) immediately upon receipt of the Stockholder Approval. The "Redemption Price" shall equal For the Closing Price (as defined below) on the Redemption Date less the Exercise Priceavoidance of doubt, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit if any exercise of the Warrant otherwise permitted pursuant Redemption Right would result in the Company paying to Holder, in the terms of this Warrant during the pendency of any aggregate with prior Redemption Notice prior to the payment Right exercises, an amount in excess of the Redemption Price. "Trading Day" Cap, then the Company shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as required to carry out the exercise of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar Redemption Right with respect to the business of amount that exceeds the corporationRedemption Cap.

Redemption Right. The Company shall be entitled, on any day No sooner than twenty (the "Calculation Date"20) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) at all times during such thirty the product of (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). The Redemption Price Redemptions required by this Section 5 shall be paid made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 5(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[*]4 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares each Holder’s initial purchase of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any Warrants. 4 150% of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationExercise Price.

Redemption Right. The Company shall i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) closing price of the Common Stock Company’s common stock on the Company’s primary Trading Market has equaled or exceeded $4.87 for ten (10) consecutive Trading Days and (as defined belowii) the daily trading volume of the Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading Days referred to in Section 5(f)(i). ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.025 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") to Date”), the Holder that the Company will redeem this of a redeemed Warrant (the "Redemption Date") at shall be entitled to payment of the Redemption Price (as defined below) provided, however, that upon surrender of the Company Warrant to the Company. iii. Notice of redemption of this Warrant shall have such right if and only if (x) for a period of thirty (30) days be given at least 30 days’ prior to the Calculation Redemption Date by the Company (i) notifying the Holders of such redemption via publication of a press release and (yii) at all times during taking such thirty (30) day period other steps as may be required under applicable law. iv. From and continuing through after the Redemption Date, the any Warrant Shares issuable noticed for redemption that have not theretofore been exercised by the Holder shall, upon exercise payment of the Warrants are (i) authorized and reserved for issuanceaggregate Redemption Price therefor, (ii) registered for resale under cease to represent the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company were then traded. The Redemption Price shall be paid by Company. v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by a new certificate in book-entry form for the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the unredeemed Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationShares.

Redemption Right. The Company shall i. Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) closing price of the Common Stock Company’s common stock on the Company’s primary Trading Market has equaled or exceeded $5.00 for ten (10) consecutive Trading Days and (as defined belowii) the daily trading volume of the Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading Days referred to in Section 5(f)(i). ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.025 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") to Date”), the Holder that the Company will redeem this of a redeemed Warrant (the "Redemption Date") at shall be entitled to payment of the Redemption Price (as defined below) provided, however, that upon surrender of the Company Warrant to the Company. iii. Notice of redemption of this Warrant shall have such right if and only if (x) for a period of thirty (30) days be given at least 30 days’ prior to the Calculation Redemption Date by the Company (i) notifying the Holders of such redemption via publication of a press release and (yii) at all times during taking such thirty (30) day period other steps as may be required under applicable law. iv. From and continuing through after the Redemption Date, the any Warrant Shares issuable noticed for redemption that have not theretofore been exercised by the Holder shall, upon exercise payment of the Warrants are (i) authorized and reserved for issuanceaggregate Redemption Price therefor, (ii) registered for resale under cease to represent the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company were then traded. The Redemption Price shall be paid by Company. v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by a new certificate in book-entry form for the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the unredeemed Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationShares.

Redemption Right. The (i) At least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect thereto (or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time requirement because of the nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be entitled, on calculated based upon the Holder’s receipt of the later Change of Control Notice. At any day time during the period (the "Calculation Date"“Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the date that is 15 Trading Days after the later of the consummation of such Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Closing portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (the “Redemption Portion”) shall be redeemed by the Company for the Change of Control Redemption Price (as defined below) in Section 5(b)(ii)), which shall be payable in cash or, at the sole election of the Holder and subject to Section 3(d), by delivery of a number of shares of Common Stock equal to the Change of Control Redemption Price divided by the average of the Weighted Average Prices of the Common Stock for ten (10) each of the three consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (ending on the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days Trading Day immediately prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise effective date of the Warrants are (i) authorized and reserved for issuance, Change of Control. (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing As used in this Section 1(b) shall prohibit exercise 5, the “Change of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Control Redemption Price. "Trading Day" ” shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.mean:

Redemption Right. The Company shall i. Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing VWAP has equaled or exceeded $[●]2 the Exercise Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock on such ten (10) Trading Days referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. iii. Notice of redemption of this Warrant (the "“Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date") at , any Warrant Shares noticed for redemption that have not theretofore been exercised by the Redemption Price (as defined below) providedHolder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. ____________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, howeverthe Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, that claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall have such right if and only if (x) for a period of thirty (30) days prior as promptly as practicable issue to the Calculation Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Fundamental Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Fundamental Transaction Notice”). Notwithstanding Section 5(a), any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries upon consummation of which the Fundamental Transaction would reasonably be expected to occur and (y) the Holder’s receipt of a Fundamental Transaction Notice and ending twenty (20) Trading Days after the date of the consummation of such Fundamental Transaction, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Fundamental Transaction Redemption Notice” and the date the Company receives such notice, the “Fundamental Transaction Redemption Notice Date”) to the Company, which Fundamental Transaction Redemption Notice shall indicate the portion of principal and accrued and unpaid Interest that the Holder is electing to require the Company to redeem (the “Redeemed Amount”). The Redeemed Amount shall be redeemed by the Company in cash by wire transfer of immediately available funds at all times during a price equal to 100% of (A) the Redeemed Amount plus (B) accrued and unpaid Interest on such thirty (30) day period and continuing Redeemed Amount through the date of redemption plus (C) the Make-Whole Amount (the “Fundamental Transaction Redemption DatePrice”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Fundamental Transaction. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Fundamental Transaction Redemption Price (together with any interest thereon) is paid in full, the Warrant Shares issuable upon exercise of the Warrants are Redeemed Amount submitted for redemption under this Section 5(b) (itogether with any interest thereon) authorized and reserved for issuancemay be converted, (ii) registered for resale under the Securities Act of 1933, as amendedin whole or in part, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Warrant Shares may Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be made continuously thereunder during such time periodsuncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Make-Whole Amount due under this Section 5(b) is intended by the parties to be, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock shall be deemed, a reasonable estimate of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days Holder’s actual loss of the Redemption Date. The "Redemption Price" shall equal the Closing Price (its investment opportunity and not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]1 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1[__]% of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationoffering price.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $0.34 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on any day (the "Calculation Date") on which the Closing Price (as defined below) date of the Common Stock for ten consummation of such Change of Control (10) consecutive Trading Days (as defined below) or, in the event a Change of Control Notice is equal not delivered at least 10 days prior to a Change of Control, at any time on or greater than $7.50after the date which is 10 days prior to a Change of Control and ending 10 days after the consummation of such Change of Control), the Holder may require the Company to deliver a redeem all or any portion of this Note by delivering written notice thereof (the "“Change of Control Redemption Notice"”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) is electing to redeem; provided, however, that the Company shall have such right if not be under any obligation to redeem all or any portion of this Note or to deliver the applicable Change of Control Redemption Price unless and only if until the applicable Change of Control is consummated. The portion of this Note subject to redemption pursuant to this Section 5(c) shall be redeemed by the Company at a price equal to the greater of (i) the product of (x) for a period of thirty (30) days prior to the Calculation Date Conversion Amount being redeemed and (y) at all times during such thirty the quotient determined by dividing (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise Closing Sale Price of the Warrants are Common Stock immediately following the public announcement of such proposed Change of Control by (iB) authorized the Conversion Price and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales 110% of the Warrant Shares may Conversion Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 5(c) shall be made continuously thereunder during such time periods, in accordance with the provisions of Section 12 and (iii) listed for trading on each principal exchange or market on which the shares shall have priority to payments to stockholders in connection with a Change of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationControl.

Redemption Right. The Company shall be entitled, on any day No sooner than twenty-five (the "Calculation Date"25) on which the Closing Price days nor later than twenty (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (3020) days prior to the Calculation consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) of the Conversion Amount being redeemed and (y) at all times during such thirty the product of (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). The Redemption Price Redemptions required by this Section 5 shall be paid made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 5(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall be entitleddeliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, on the Holder may require the Company to redeem (a "Change of Control Redemption") all or any day portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice", and the date thereof, the "Calculation Change of Control Redemption Notice Date") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to the greater of (i) the sum of (A) 110% of the Conversion Amount being redeemed, (B) the Make-Whole Amount, and (C) any accrued and unpaid Interest and Late Charges, if any, on which such Conversion Amount and Interest through the Closing Price Change of Control Redemption Date (as defined below) and (ii) solely if an Equity Conditions Failure has occurred at any time during the period commencing with the Change of Control Redemption Notice Date and ending as of the Change of Control Redemption Date, the product of (A) the Conversion Amount being redeemed together with the Make-Whole Amount and any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the applicable Change of Control Redemption Date multiplied by (B) the quotient determined by dividing (1) the greatest Closing Sale Price of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal Shares during the period beginning on the date immediately preceding the earlier to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if occur of (x) for a period the consummation of thirty (30) days prior to the Calculation Date Change of Control and (y) at all times during the public announcement of such thirty Change of Control and ending on the Change of Control Redemption Notice Date by (302) day period the Conversion Price (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and continuing through shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption DatePrice is paid in full, the Warrant Shares issuable upon exercise of the Warrants are Conversion Amount submitted for redemption under this Section 5(c) (itogether with any interest thereon) authorized and reserved for issuancemay be converted, (ii) registered for resale under the Securities Act of 1933, as amendedin whole or in part, by the holder of this Warrant Holder into Common Shares pursuant to Section 3 (or may otherwise be resold publicly without restriction) and sales in the event the Conversion Date is after the consummation of the Warrant Shares may be made continuously thereunder during Change of Control, such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported assets received by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of Common Shares in connection with the outstanding Warrants, by an independent investment bank consummation of nationally recognized standing such Change of Control in such amounts as the Noteholder would have been entitled to receive had such Note been converted immediately prior to such Change of Control). The parties hereto agree that in the valuation of businesses similar to the business event of the corporationCompany's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

Redemption Right. The Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall be entitledwithin one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, on the Holder may require the Company to redeem all or any day portion of this Note by delivering written notice thereof (the "Calculation Date"“Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the amount of Principal of this Note the Holder is electing to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to 110% of the sum of (i) any accrued and unpaid Interest on which the Conversion Amount being redeemed, plus (ii) any accrued and unpaid Late Charges on such Conversion Amount and Interest, plus (iii) the greater of (A) the sum of (1) the Conversion Amount to be redeemed and (2) the Make-Whole Amount, and (B) the product of (1) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice, and (2) the highest Closing Sale Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (during the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) beginning on the Redemption Date less date immediately preceding such Event of Default and ending on the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to date immediately preceding the payment of the Event of Default Redemption Price. "Trading Day" Redemptions required by this Section 4(b) shall mean be made in accordance with the provisions of Section 12, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (together with any day on which interest thereon) is paid in full, the Common Stock is traded Conversion Amount submitted for any period on the Over-the-Counter Bulletin Board (the "OTCBB")redemption under this Section 4(b) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the event of the Company’s redemption of any portion of this Note under this Section 4(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares of Common StockHolder. Accordingly, any premium due under this Section 4(b) is intended by the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergparties to be, or (iii) if the last reported sale price cannot and shall be determined as of such date on any deemed, a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price average daily VWAP for 10 consecutive Trading Days has equaled or exceeded $3.00 and (as defined belowii) the average daily trading volume of the Common Stock for ten (10) consecutive such 10 Trading Days (as defined belowDay period referred to in this Section 2(f)(i) is equal to or greater than $7.50, to deliver a written notice exceeded 250,000 shares of Common Stock. (ii) The price at which this Warrant may be redeemed (the "“Redemption Notice"Price”) is $0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in the Exchange Agreement, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date", any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) at By acceptance of this Warrant, the Redemption Price (as defined below) providedHolder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, howeverclaims, that damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall have such right if and only if (x) for a period of thirty (30) days prior as promptly as practicable issue to the Calculation Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during the pendency all Notices of any Redemption Notice prior to the payment of Exercise delivered by 6:30 p.m. (New York, N.Y. time) on the Redemption Price. "Trading Day" Date, (2) a registration statement shall mean any day on be effective covering the Warrant held the Holder which the Company is seeking to redeem, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to redeem the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s (or its assignee’s) initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationWarrants if there is more than one Holder.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $0.76 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal days prior to or greater than $7.50the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver a written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period (the "Change of Control Period") beginning after the Holder's receipt of a Change of Control Notice and ending on the date that is twenty (20) Trading Days after the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate (i) the Conversion Amount the Holder that is electing to redeem and (ii) whether the Holder is requiring the Company will redeem this Warrant (to pay the "Redemption Date") at the Change of Control Redemption Price (as defined below) provided, however, that in cash or by delivery of Common Shares. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company shall have such right if and only if in cash at a price equal to the greater of (x) for a period 115% of thirty the sum of (301) days prior to the Calculation Date Conversion Amount being redeemed and (2) the amount of any accrued but unpaid Interest thereon through the date of such redemption payment and (y) at all times during such thirty the sum of (30A) day period the product of (1) the aggregate cash consideration and continuing through the Redemption Date, the Warrant Shares issuable upon exercise aggregate cash value of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of any non-cash consideration per Common Stock of the Company were then traded. The Redemption Price shall Share to be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding WarrantsCommon Shares upon consummation of the Change of Control and (2) the quotient determined by dividing (I) the Conversion Amount being redeemed by (II) the Conversion Price plus (B) the amount of any accrued but unpaid Interest on the Conversion Amount being redeemed through the date of such redemption payment (the "Change of Control Redemption Price"). In the event the Holder has elected to receive the Change of Control Redemption Price in Common Shares, Vasogen shall deliver, within three (3) Trading Days of receipt of the Holder's Change of Control Redemption Notice, to the Holder's account with DTC on the Change of Control Redemption Date (as defined in Section 14) a number of Common Shares equal to the quotient of (aa) the applicable Change of Control Redemption Price divided by (bb) the Change of Control Conversion Price, rounded to the nearest whole Common Share; provided that if the Change of Control Redemption Date would fall on a date that is after the consummation of the applicable Change of Control, then Vasogen shall not deliver Common Shares to the Holder but rather the Company shall pay the Change of Control Redemption Price to the Holder in cash. Redemptions made in cash as required by this Section 5 shall be made in accordance with the provisions of Section 14 and shall have priority to payments to shareholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(c) may be converted, in whole or in part, by an independent investment bank of nationally recognized standing the Holder into Common Shares, or in the valuation event the Conversion Date is after the consummation of businesses similar the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the business of the corporationCommon Shares pursuant to Section 3.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date and (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise of Holder may require the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder Company to redeem all or any portion of this Warrant Note by delivering written notice thereof (or may otherwise be resold publicly without restriction“Change of Control Redemption Notice”) and sales to the Company, which Change of Control Redemption Notice shall indicate the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which Note Amount the shares of Common Stock of Holder is electing to require the Company were then tradedto redeem. The Redemption Price portion of this Note subject to redemption pursuant to this Section 5(b) shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two Note Amount being redeemed (2the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) business days are deemed or determined by a court of competent jurisdiction to be prepayments of the Redemption DateNote by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined below) on event of the Redemption Date less Company’s redemption of any portion of the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in Note under this Section 1(b) shall prohibit exercise 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the Warrant otherwise permitted pursuant parties’ inability to predict future interest rates and the terms of this Warrant during the pendency of any Redemption Notice prior to the payment uncertainty of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as availability of any date, (i) means the last reported sale price a suitable substitute investment opportunity for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning on the date of the Holder's receipt of a Change of Control Notice and ending twenty (20) Trading Days (as defined below) is equal after the consummation of such Change of Control, the Holder may require the Company to redeem all or greater than $7.50, to deliver a any portion of this Note by delivering written notice thereof (the "Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder that is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company will redeem this Warrant in cash at a price equal to the greater of (i) the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if product of (x) for a period of thirty (30) days prior to the Calculation Date Conversion Amount being redeemed and (y) at all times during such thirty the quotient determined by dividing (30A) day period and continuing through the Redemption Dategreater of the Closing Sale Price of the Common Stock immediately prior to the consummation of the Change of Control, the Warrant Shares issuable upon exercise Closing Sale Price immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of the Warrants are Common Stock immediately prior to the public announcement of such proposed Change of Control by (iB) authorized the Conversion Price and reserved for issuance, (ii) registered 125% of the Conversion Amount being redeemed (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for resale redemption under the Securities Act of 1933this Section 5(c) may be converted, as amendedin whole or in part, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Warrant Shares may Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be made continuously thereunder during such time periodsuncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock shall be deemed, a reasonable estimate of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days Holder's actual loss of the Redemption Date. The "Redemption Price" shall equal the Closing Price (its investment opportunity and not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal days prior to or greater than $7.50the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver a written notice thereof to the Holder (a "Change of Control Notice"). At any time during the period beginning on the earlier to occur of (i) any written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (ii) the Holder becoming aware of a Change of Control and (iii) the Holder's receipt of a Change of Control Notice and ending twenty (20) Business Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder that is electing to require the Company will redeem to redeem. The portion of this Warrant (the "Redemption Date"Note subject to redemption pursuant to this Section 5(b) at the Redemption Price (as defined below) provided, however, that shall be redeemed by the Company shall have such right if and only if in cash by wire transfer of immediately available funds at a price equal to (xi) for a period before the Public Company Date, 125% of thirty (30) days prior to the Calculation Date Conversion Amount and (yii) at all times during such thirty (30) day period and continuing through after the Redemption Public Company Date, the Warrant Shares issuable upon exercise greater of (1) 125% of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount and (iii2) listed for trading on each principal exchange or market on which the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control, and ending on the date the Holder delivers the Change of Control Redemption Notice, by (B) the lowest Conversion Price in effect during such period (the "Change of Control Redemption Price"). The Redemption Price Redemptions required by this Section 5 shall be paid by made in accordance with the Company provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), or (iithe Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty. Notwithstanding anything to the contrary contained herein, if the OTCBB is not the principal trading market for the shares Required Holders explicitly approve of Common Stocka Change of Control transaction in writing, the last reported sale price on the principal trading market Required Holders shall be deemed to have waived their rights hereunder to redeem Notes for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any an amount in excess of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined applicable Conversion Amount in good faith connection with such Change of Control transaction. Any such waiver by the Board of Directors of the Company or, at the option of a majority-in-interest of the Required Holders will apply to all holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationNotes.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date and (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Note Amount the Holder is electing to require the Company to redeem; provided however, that in the event of the Warrants are Proposed Rennova Issuance (idefined in Section 6 below) authorized the Holder shall not be entitled to a Change of Control Redemption and reserved for issuance, (ii) registered for resale under will instead be entitled to the Securities Act of 1933, as amended, by the holder involuntary exchange described in Section 6 below. The portion of this Warrant (or may otherwise be resold publicly without restrictionNote subject to redemption pursuant to this Section 5(b) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two Note Amount being redeemed (2the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) business days are deemed or determined by a court of competent jurisdiction to be prepayments of the Redemption DateNote by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined below) on event of the Redemption Date less Company’s redemption of any portion of the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in Note under this Section 1(b) shall prohibit exercise 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the Warrant otherwise permitted pursuant parties’ inability to predict future interest rates and the terms of this Warrant during the pendency of any Redemption Notice prior to the payment uncertainty of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as availability of any date, (i) means the last reported sale price a suitable substitute investment opportunity for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $1.20751 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 1 150% of the Exercise Price. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(f) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The (i) At any time after the earlier to occur of the following: (i) the fifth (5th) anniversary of the date of the Class B Ordinary Closing Date, if no Qualified IPO has occurred, and (ii) the occurrence of any material breach of the Transaction Documents by the Company shall be entitledor Ruipeng Management Members, on then, at the option of any day (holder of the "Calculation Date") on which Class B Ordinary Shares, by written notice of at least 30 days prior to the Closing Price Redemption Date (as defined below) of to the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice Company (the "“Redemption Notice"”) stating the date on which the Class B Ordinary Shares are to the Holder that the Company will redeem this Warrant be redeemed (the "“Redemption Date") at the Redemption Price (as defined below) provided”), however, that the Company shall have redeem all or any part of the outstanding Class B Ordinary Shares (including the Class B Ordinary Shares issuable upon the exercise of the CLASS B Warrants, provided that the applicable redemption price of a Class B Ordinary Share issuable upon the exercise of the CLASS B Warrants to be redeemed shall deduct the applicable exercise price of such right if share issuable under the relevant CLASS B Warrant) then requested to be redeemed by such holder(s) on the Redemption Date, out of funds legally available therefor, at a redemption price per Class B Ordinary Share (the “Redemption Price”) equal to (a) the Class B Ordinary Share Issue Price with a simple rate of eight percent (8%) per annum return calculated from the first date on which such holder becomes a Class B Ordinary Member through the date on which the redemption price is paid, plus (b) all declared but unpaid dividend on such Share. (ii) Within three (3) Business Days after receipt of the Redemption Notice, the Company shall promptly give written notice of the redemption request to each non-requesting holder of Class B Ordinary Shares, Beijing Yangguang, PD Company Limited, Bing Xiao Enterprise Management Company Limited (“Bing Xiao”), Dachen Chuanglian and only if 深圳市达晨创丰股权投资企业(有限合伙) (x“Dachen Chuangfeng”, with ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ collectively, “Dachen”) for a period stating the existence of thirty (30) days prior to such request, the Calculation Redemption Price, the Redemption Date and (y) at all times during the mechanics of redemption. Upon receipt of such thirty (30) day period and continuing through notice from the Company, any holder of Class B Ordinary Shares, Beijing Yangguang, Dachen may participate in the redemption on the Redemption Date. If on the Redemption Date, the Warrant Shares issuable upon exercise fund and assets of the Warrants are Company legally available for redemption is insufficient for the Company to redeem all Class B Ordinary Shares requested to be redeemed in full, then (i) authorized the number of Class B Ordinary Shares to be redeemed on the Redemption Date (and reserved to receive Redemption Price thereon) shall be allocated to the Class B Ordinary Members requesting the redemption, ratably based on their respective number of Class B Ordinary Shares requested to be redeemed on such Redemption Date, and (ii) the remaining Class B Ordinary Shares requested to be redeemed (but the Redemption Price thereon is not paid on the Redemption Date) shall continue to be deemed issued and outstanding, and the Company shall redeem such remaining Class B Ordinary Shares subject to redemption as soon as the Company has legally available funds to do so. Only after the Company has redeemed all of the outstanding Class B Ordinary Shares (whether or not requested to be redeemed on the relevant Redemption Date) and unconditionally and irrevocably paid the Redemption Price with respect to all outstanding Class B Ordinary Shares to their holder(s) in full, (i) up to 376,564,855 Class A Ordinary Shares held by Beijing Yangguang shall then be redeemed at a redemption price per Share equal to RMB 0.65327 with a simple rate of eight percent (8%) per annum return calculated from December 7, 2017 through the date on which the redemption price is paid; (ii) up to 153,075,145 Class A Ordinary Shares held by Beijing Yangguang shall then be redeemed at a redemption price per Share equal to RMB 0.65327 with a simple rate of eight percent (8%) per annum return calculated from December 1, 2017 through the date on which the redemption price is paid; (iii) up to 152,837,973 Class A Ordinary Shares held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall then be redeemed at a redemption price per Share equal to RMB 0.60826 with no interest; (iv) the Class A Ordinary Shares held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall then be redeemed at a redemption price per Share equal to RMB 0.25873 with a simple rate of eight percent (8%) per annum return calculated from December 24, 2015 through the date on which the redemption price is paid; (v) the Class A Ordinary Shares held by ▇▇▇▇ ▇▇▇▇ shall then be redeemed at a redemption price per Share equal to RMB 0.25867 with a simple rate of eight percent (8%) per annum return calculated from December 24, 2015 through the date on which the redemption price is paid; and (vi) the Class A Ordinary Shares held by PD Company Limited shall then be redeemed at a redemption price per Share equal to RMB 0.26862 with a simple rate of eight percent (8%) per annum return calculated from December 25, 2015 through the date on which the redemption price is paid. Notwithstanding anything to the contrary contained herein or in the Articles, the Restructuring Framework Agreement or other Transaction Documents, no other Shares or Equity Securities of the Company (including without limitation the Class A Ordinary Shares held by Beijing Yangguang, PD Company Limited and Dachen) shall be redeemed unless and until the Company shall have redeemed all of the outstanding Class B Ordinary Shares requested to be redeemed in full. (iii) Once the Company has received the Redemption Notice, the Company and the Major Subsidiaries shall not, and shall procure that none of the Group Companies shall, take any action which might have the effect of delaying, undermining or restricting the redemption, and the Company, the Major Subsidiaries, the Class A Ordinary Members and the Ruipeng Management Members shall in good faith use all best efforts to increase as expeditiously as possible the amount of legally available funds including, without limitation, causing any other Group Companies to distribute any and all available funds to the Company for issuancepurposes of paying the applicable Redemption Price for all Class B Ordinary Shares subject to redemption on the Redemption Date. If the Company fails (for whatever reason) to redeem any Class B Ordinary Share on the Redemption Date, as from such date until the date on which the same is redeemed, the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution nor redeem or repurchase any other Equity Securities of the Company (other than the Class B Ordinary Shares requested to be redeemed). Without prejudice to any claim or other remedies that a holder of Class B Ordinary Shares subject to redemption may have under this Agreement, the Articles, Applicable Law or otherwise, and notwithstanding anything to the contrary in this Agreement, the Articles, the Restructuring Framework Agreement or other Transaction Documents, such holder of such Class B Ordinary Shares is entitled (provided a prior written consent from holders holding at least 90% of the then outstanding Class B Ordinary Shares has been obtained) to make any proposal for the purpose of receiving the applicable Redemption Price including without limitation, (i) liquidation or dissolution of any Group Company, (ii) registered for resale under the Securities Act any sale or merger of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and any Group Company; (iii) listed for trading on each principal exchange Transfer, sale, lease or market on which otherwise disposal of any Assets of any Group Company and (iv) licensing any brand or any business of any Group Company to any third party. Immediately upon the shares request of Common Stock such holder of such Class B Ordinary Shares (provided a prior written consent from holders holding at least 90% of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"outstanding Class B Ordinary Shares has been obtained), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stockeach Member, the last reported sale price on Ruipeng Management Members and the principal trading market for Group Companies shall fully cooperate with, and follow the Common Stock as reported by Bloomberginstructions of, or (iii) if the last reported sale price cannot be determined as such holder of such date on any of the foregoing basesClass B Ordinary Shares in connection therewith. (iv) The Company and each Member shall take or cause to be taken all actions, the Closing Price shall do or cause to be the fair market value as reasonably determined in good faith by the Board of Directors of the Company ordone, at the option of a majority-in-interest of and assist and cooperate with the holders of the outstanding WarrantsClass B Ordinary Shares subject to redemption in doing, by an independent investment bank of nationally recognized standing all things and execute all instruments necessary, proper or advisable under Applicable Laws to consummate and make effective, in the valuation of businesses similar most expeditious manner practicable, the redemption contemplated by this Section 4.8. (v) The Parties acknowledge and agree that no Member other than the Class B Ordinary Members, Beijing Yangguang, Dachen, Bing Xiao and PD Company Limited shall be entitled to the business redemption right from the date of this Agreement and any redemption right previously granted to any Member other than the corporationClass B Ordinary Members, Beijing Yangguang, Dachen, Bing Xiao and PD Company Limited shall cease to exist from the date of this Agreement.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to the greater of (A) 120% of the Conversion Amount being redeemed and (yB) at all times during such thirty (30) day period and continuing through an amount equal to the Redemption Date, the Warrant Shares issuable upon exercise fair value of the Warrants are Consideration which the Holder would have received if it (i1) authorized and reserved for issuance, (ii) registered for resale under had converted the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales portion of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the Note being redeemed to shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company (without regard to the Holder within two any limitations on conversion set forth in Section 3(d) or otherwise) and (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the also held a number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock equal to the number of shares of Common Stock shown on Schedule 5(a)(ii) for the OTCBB as reported date on which the Fundamental Transaction is consummated and the fair value per share of Common Stock to be paid in such Fundamental Transaction, multiplied by Bloomberg Financial Markets or other similar reliable reporting service as designated a fraction, the numerator of which is the aggregate principal amount of the portion of the Note being redeemed by the Holder and the denominator of which is 1,000 ("Bloomberg"the “Change of Control Redemption Price”), or (ii) if . If the OTCBB Consideration is not the principal trading market for the shares of Common Stockpublicly traded securities, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as fair value of such date on any of the foregoing bases, the Closing Price securities shall be the Closing Sale Price of such securities on the date of the consummation of the Fundamental Transaction. The fair market value as reasonably of any Consideration other than cash or publicly traded securities will be determined in good faith jointly by the Board Company and the Required Holders. Redemptions required by this Section 5(b) shall be made in accordance with the provisions of Directors Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Company orNote by the Company, at such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the option contrary in this Section 5(b), but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a majority-in-interest suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the holders Holder’s actual loss of the outstanding Warrants, by an independent its investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationopportunity and not as a penalty.

Redemption Right. The Company shall be entitled, on On any day prior to (the "Calculation Date"and including) on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50June 30, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided2025, however, that the Company shall have the right at the Company’s option to redeem all or any portion of the Note at a price equal to 80% of the principal amount of all or such portion of the Note to be redeemed, plus accrued and unpaid interest thereon to the date of redemption. On any day after (and excluding) June 30, 2025, the Company shall have the right if at the Company’s option to redeem all or any portion of the Note at a price equal to 100% of the principal amount of all or such portion of the Note to be redeemed, plus accrued and only if unpaid interest thereon to the date of redemption (xcollectively, the “Redemption Right”). To exercise such Redemption Right, the Company shall deliver a redemption notice to the Holder not less than three (3) for a period of thirty (30) days Business Days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon proposed date of redemption in accordance with Section 10.3. Upon exercise of the Warrants are Redemption Right, payment of the applicable redemption amount will be conditional upon delivery of this Note Certificate (together with any necessary endorsements) to the Registrar at the place where the Register is kept on any Business Day together with the delivery of any other document(s) required by this Note, and will be made on the first Business Day immediately following the later of (i) authorized three (3) Business Days following the delivery of the redemption notice and reserved for issuance, (ii) registered for resale under the Securities Act time of 1933, as amended, by the holder delivery of this Warrant (or may otherwise Note Certificate. Notwithstanding the foregoing, the Company shall not be resold publicly without restriction) and sales entitled to effect the Redemption Right in respect of such portion of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed Note for trading on each principal exchange or market on which the shares of Common Stock Holder has delivered to the Company a Conversion Notice in accordance with Section 3.5 prior to the date of the Company were then tradedCompany’s redemption notice. The Redemption Price shall be paid by For the Company to avoidance of doubt, the Holder within two (2) business days Company’s exercise of the Redemption Date. The "Redemption Price" Right shall equal not suspend or otherwise affect the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant Holder’s Conversion Right subject to the terms provisions of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationSection 9.2.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[___] for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice [___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to 110% of the sum of (i) any Make-Whole Amount and (ii) the greater of (x) the Conversion Amount to be redeemed and (y) the product of (A) the Conversion Rate in effect at all times such time as the Holder delivers a Change of Control Redemption Notice with respect to such Conversion Amount being redeemed and (B) the greatest Weighted Average Price of the Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the Change of Control and (2) the public announcement of such thirty Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice (30the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) day period and continuing through are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption DatePrice (together with any interest thereon) is paid in full, the Warrant Shares issuable upon exercise of the Warrants are Conversion Amount submitted for redemption under this Section 5(b) (itogether with any interest thereon) authorized and reserved for issuancemay be converted, (ii) registered for resale under the Securities Act of 1933, as amendedin whole or in part, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Warrant Shares may Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be made continuously thereunder during such time periodsuncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock shall be deemed, a reasonable estimate of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days Holder’s actual loss of the Redemption Date. The "Redemption Price" shall equal the Closing Price (its investment opportunity and not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Upon the occurrence of an Event of Default with respect to this Note or any Other Note or the Additional Notes, the Company shall be entitledwithin three (3) Business Days of becoming aware of such Event of Default deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder specifying the facts surrounding the applicable Event of Default and which clause of Section 4(a) triggered such Event of Default. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, on the Holder may require the Company to redeem (an "Event of Default Redemption") all or any day portion of this Note by delivering written notice thereof (the "Calculation Date") on which the Closing Price (as defined below) Event of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder that is electing to require the Company will redeem to redeem. Each portion of this Warrant Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds and/or by the Company instructing the Collateral Agent to make payments of the holders of Notes by delivering a written notice on the Company's letterhead signed by an authorized officer of the Company delivered at least two (2) Business Days prior to the "applicable Event of Default Redemption Date", specifying (I) at the Redemption Price applicable amount to be paid to each applicable holder of Notes, which amount shall not exceed the aggregate amount of Deemed Repayment Amount(s) (as defined belowin Section 8(e)) provided, however, that previously deposited by the Company in the Control Account pursuant to Section 8(e) and (II) the wire instructions of each such applicable holder(s) of Notes, which aggregate amounts shall have such right if and only if equal to (xi) for a period of thirty (30A) days prior to the Calculation Public Company Date, (B) after the Public Company Date as long as there is no Equity Conditions Failure and the applicable Event of Default Redemption is not triggered by any Major Event of Default and (yC) at all times during such thirty after a Full Collateralization Event regardless of whether or not there is an Equity Conditions Failure if the applicable Event of Default Redemption is triggered by an Event of Default set forth in either Section 4(a)(vii) or Section 4(a)(xiv), the product of (301) day period and continuing through the Redemption Date, Percentage and (2) the Warrant Shares issuable upon exercise of the Warrants are (i) authorized Conversion Amount to be redeemed and reserved for issuance, (ii) registered for resale under (A) after the Securities Act Public Company Date if there is an Equity Conditions Failure or (B) after the Public Company Date if the applicable Event of 1933Default Redemption is triggered by any Major Event of Default regardless of whether or not there is an Equity Conditions Failure, as amended, by the holder greater of this Warrant (or may otherwise be resold publicly without restriction1) and sales the product of (I) the Warrant Shares may be made continuously thereunder during such time periods, Redemption Percentage and (iiiII) listed for trading on each principal exchange or market on which the Conversion Amount to be redeemed and (2) the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the Company were then tradeddate the Holder delivers the Event of Default Redemption Notice, by (B) the lowest Conversion Price in effect during such period (the "Event of Default Redemption Price"). The Redemption Price Redemptions required by this Section 4(b) shall be paid by made in accordance with the Company provisions of Section 11. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"4(b), but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 4(b), or (ii) if the OTCBB is not Holder's damages would be uncertain and difficult to estimate because of the principal trading market parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Event of Common StockDefault redemption premium due under this Section 4(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder's actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 5 250% of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationoffering price.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $1.0351 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 1 150% of the Exercise Price. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(f) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[ ] for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s ownership of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date and (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise Holder may require the Company to redeem (a “Change of the Warrants are (iControl Redemption”) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder all or any portion of this Warrant Note by delivering written notice thereof (or may otherwise be resold publicly without restriction“Change of Control Redemption Notice”) and sales to the Company, which Change of Control Redemption Notice shall indicate the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which Note Amount the shares of Common Stock of Holder is electing to require the Company were then tradedto redeem. The Redemption Price portion of this Note subject to redemption pursuant to this Section 5(b) shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two Note Amount being redeemed (2the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) business days are deemed or determined by a court of competent jurisdiction to be prepayments of the Redemption DateNote by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined below) on event of the Redemption Date less Company's redemption of any portion of the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in Note under this Section 1(b) shall prohibit exercise 5(b), the Holder's damages would be uncertain and difficult to estimate because of the Warrant otherwise permitted pursuant parties' inability to predict future interest rates and the terms of this Warrant during the pendency of any Redemption Notice prior to the payment uncertainty of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as availability of any date, (i) means the last reported sale price a suitable substitute investment opportunity for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall be entitled, on any day No sooner than twenty-five (the "Calculation Date"25) on which the Closing Price days nor later than twenty (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (3020) days prior to the Calculation consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the Conversion Amount being redeemed and (y) at all times during such thirty the product of (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). The Redemption Price Redemptions required by this Section 5 shall be paid made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 5(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becomes aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the sum of (i) the Conversion Amount being redeemed and the Make-Whole Amount and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise sum of the Warrants are (i) authorized and reserved for issuance, the product of (iiA) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period and (ii) the Make-Whole Amount (the “Change of Control Redemption Price”). The Redemption Price Redemptions required by this Section 8 shall be paid made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 8.2 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b5, but subject to Section 7.4, until the Change of Control Redemption Price (together with any interest thereon) shall prohibit exercise of is paid in full, the Warrant otherwise permitted pursuant to the terms of Conversion Amount submitted for redemption under this Warrant during the pendency of Section 8.2) (together with any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB")interest thereon) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg")into Common Stock pursuant to Section 7. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 8.2, or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 8.2 is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(f) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date and (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise Holder may require the Company to redeem (a “Change of the Warrants are (iControl Redemption”) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder all or any portion of this Warrant Note by delivering written notice thereof (or may otherwise be resold publicly without restriction“Change of Control Redemption Notice”) and sales to the Company, which Change of Control Redemption Notice shall indicate the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which Note Amount the shares of Common Stock of Holder is electing to require the Company were then tradedto redeem. The Redemption Price portion of this Note subject to redemption pursuant to this Section 5(b) shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two Note Amount being redeemed (2the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 9 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) business days are deemed or determined by a court of competent jurisdiction to be prepayments of the Redemption DateNote by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined below) on event of the Redemption Date less Company’s redemption of any portion of the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in Note under this Section 1(b) shall prohibit exercise 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the Warrant otherwise permitted pursuant parties’ inability to predict future interest rates and the terms of this Warrant during the pendency of any Redemption Notice prior to the payment uncertainty of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as availability of any date, (i) means the last reported sale price a suitable substitute investment opportunity for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__] for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice [___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during consummation of a Change of Control, but not prior to the public announcement of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending on the date of the Warrants are consummation of such Change of Control (ior, in the event a Change of Control Notice is not delivered at least ten (10) authorized days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and reserved ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price equal to 125% of the Conversion Amount being redeemed (the "CHANGE OF CONTROL REDEMPTION PRICE"). Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for issuanceredemption under this Section 5(b) may be converted, (ii) registered for resale under the Securities Act of 1933, as amendedin whole or in part, by the holder Holder into Common Stock pursuant to Section 3. Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 13 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Warrant (Section 5(b) are deemed or may otherwise determined by a court of competent jurisdiction to be resold publicly without restriction) and sales prepayments of the Warrant Shares may Note by the Company, such redemptions shall be made continuously thereunder during such time periodsdeemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock shall be deemed, a reasonable estimate of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days Holder's actual loss of the Redemption Date. The "Redemption Price" shall equal the Closing Price (its investment opportunity and not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a "Change of Control Notice") setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined belowin Section 11(a)) is equal if then known. At any time during the period beginning on the earlier to occur of (x) any oral or greater than $7.50written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to deliver result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of this Note by delivering written notice thereof (the "Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Note Amount the Holder that is electing to require the Company will redeem to redeem. The portion of this Warrant Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the "Change of Control Redemption DatePrice") at ). Redemptions required by this Section 5 shall be made in accordance with the Redemption Price (as defined below) provided, however, that the Company provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such right if and only if (x) for a period redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through Company's redemption of any portion of the Redemption DateNote under this Section 5(b), the Warrant Shares issuable upon exercise Holder's damages would be uncertain and difficult to estimate because of the Warrants are (i) authorized parties' inability to predict future interest rates and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales uncertainty of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares availability of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price a suitable substitute investment opportunity for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall be entitled, on any day No sooner than twenty-five (the "Calculation Date"25) on which the Closing Price days nor later than twenty (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (3020) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries to consummate a transaction that would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice, and ending twenty-five (25) Trading Days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 115% of the Warrants Conversion Amount being redeemed (the “Change of Control Redemption Price”). Redemptions pursuant to this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (itogether with any interest thereon) authorized and reserved is paid in full, the Conversion Amount submitted for issuanceredemption under this Section 5(b) (together with any interest thereon) may be converted, (ii) registered for resale under the Securities Act of 1933, as amendedin whole or in part, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Warrant Shares may Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be made continuously thereunder during such time periodsuncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock shall be deemed, a reasonable estimate of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days Holder’s actual loss of the Redemption Date. The "Redemption Price" shall equal the Closing Price (its investment opportunity and not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) VWAP exceeded 250% of the Common Stock offering price for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Shares for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than [$7.50, to deliver a written notice 0.001] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(vi) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall i. Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP has equaled or exceeded $[●]2 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. iii. Notice of redemption of this Warrant (the "“Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date") at , any Warrant Shares noticed for redemption that have not theretofore been exercised by the Redemption Price (as defined below) providedHolder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. v. By acceptance of this Warrant, howeverthe Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, that claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall have such right if and only if (x) for a period of thirty (30) days prior as promptly as practicable issue to the Calculation Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB each Holder’s initial purchase of Warrants. ___________ 2 Insert amount that is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any 150% of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.Exercise Price

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date and (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise of Holder may require the Warrants are Company to (i) authorized convert any of or the entire outstanding Principal Amount of this Note, together with all accrued and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amendedunpaid Interest and accrued and unpaid Late Charges thereon, by delivering written notice thereof to the holder Company (the “Change of this Warrant (or may otherwise be resold publicly without restriction) and sales of Control Conversion Notice”), at the Warrant Shares may be made continuously thereunder during such time periodsConversion Price, and (iii) listed for trading on each principal exchange or market on which receive the shares same form and amount of consideration per share of Common Stock of the Company were then traded. The Redemption Price shall be as is paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares holders of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), generally in such Change of Control or (ii) if redeem (a “Change of Control Redemption”) any of or the OTCBB entire outstanding Principal Amount of this Note, together with all accrued and unpaid Interest and accrued and unpaid Late Charges thereon, and Make-Whole Amount, by delivering written notice thereof (“Change of Control Redemption Notice” and together with the Change of Control Conversion Notice, the “Change of Control Notice”) to the Company, which Change of Control Notice shall indicate the Note Amount the Holder is not electing to require the principal trading market Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to one hundred five percent (105%) of such amount, payable concurrently with the closing of such Change of Control transaction (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall be entitled, on any day No sooner than twenty-five (the "Calculation Date"25) on which the Closing Price days nor later than twenty (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (3020) days prior to the Calculation consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 10(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) at all times during such thirty the product of (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiB) listed for trading on each principal exchange or market on which the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Company were then tradedChange of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). The Redemption Price Redemptions required by this Section 5 shall be paid made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 5, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Change of Common StockControl redemption premium due under this Section 5(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall i. Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP has equaled or exceeded $[●]2 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. ii. The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. iii. Notice of redemption of this Warrant (the "“Redemption Notice”) shall be given at least 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. iv. From and after the Redemption Date") at , any Warrant Shares noticed for redemption that have not theretofore been exercised by the Redemption Price (as defined below) providedHolder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company. __________ 2 Insert amount that is 150% of the Exercise Price v. By acceptance of this Warrant, howeverthe Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, that claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall have such right if and only if (x) for a period of thirty (30) days prior as promptly as practicable issue to the Calculation Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. vi. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]2 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 2 250% of the offering price. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(f) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment Warrants under this Section 2(vi) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 5 250% of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationoffering price.

Redemption Right. The Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall be entitled, on any day within two (the "Calculation Date"2) on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to Business Day deliver a written notice thereof via facsimile or electronic mail and overnight courier (the "Redemption an “Event of Default Notice"”) to the Holder that Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company will redeem this Warrant to cure such Event of Default and (III) a certification as to the "Redemption Date"date the Event of Default occurred. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default and ending on the fifteenth (15th) at Trading Day after the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if later of (x) for a period the date such Event of thirty (30) days prior to the Calculation Date Default is cured and (y) at all times during the Holder’s receipt of an Event of Default Notice (each such thirty (30) day period and continuing through the period, an “Event of Default Redemption DateRight Period”), the Warrant Shares issuable upon exercise Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Amount being redeemed and (iiiy) listed for trading on each principal exchange or market on which the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 12. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Company were then traded. The Redemption Price Note by the Company, such redemptions shall be paid by the Company deemed to be voluntary prepayments. Notwithstanding anything to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing contrary in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant 4, but subject to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any interest thereon) may be converted, in whole or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any datein part, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), or (ii) if the OTCBB is not Holder’s damages would be uncertain and difficult to estimate because of the principal trading market parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the shares Holder. Accordingly, any Event of Common StockDefault redemption premium due under this Section 4(b) is intended by the parties to be, the last reported sale price on the principal trading market for the Common Stock as reported by Bloombergand shall be deemed, or (iii) if the last reported sale price cannot be determined as of such date on any a reasonable estimate of the foregoing bases, the Closing Price shall be the fair market value Holder’s actual loss of its investment opportunity and not as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later ----------------- than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price equal to the greater of (i) the product of (x) 125% of the sum of the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (y) at all times during such thirty the quotient determined by dividing (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise Closing Sale Price of the Warrants are Common Stock immediately following the public announcement of such proposed Change of Control by (iB) authorized the Conversion Price and reserved for issuance, (ii) registered 125% of the sum of the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest (the "CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for resale redemption under the Securities Act of 1933this Section 5(c) (together with any interest thereon) may be converted, as amendedin whole or in part, by the holder Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Warrant (or may otherwise be resold publicly without restriction) and sales of Note pursuant hereto, the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price amount redeemed shall be paid by deducted from the Company Installment Amounts relating to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (applicable Installment Dates as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing set forth in the valuation Change of businesses similar to the business of the corporationControl Redemption Notice.

Redemption Right. The No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be entitledexpected to result in a Change of Control, on any day (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Calculation DateChange of Control Redemption") on which the Closing Price (as defined below) all or any portion of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a this Note by delivering written notice thereof (the "Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder that is electing to require the Company will redeem to redeem. The portion of this Warrant Note subject to redemption pursuant to this Section 6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Conversion Amount being redeemed (the "Change of Control Redemption DatePrice"). Redemptions required by this Section 6 shall be made in accordance with the provisions of Section 13 and shall have priority to payments to shareholders in connection with a Change of Control, but shall be subject to the subordination provisions of Section 4 hereof. To the extent redemptions required by this Section 6(b) at are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Change of Control Redemption Price (as defined belowtogether with any interest thereon) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Dateis paid in full, the Warrant Shares issuable upon exercise of the Warrants are Conversion Amount submitted for redemption under this Section 6(b) (itogether with any interest thereon) authorized and reserved for issuancemay be converted, (ii) registered for resale under the Securities Act of 1933, as amendedin whole or in part, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Holder into Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationSection 3.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for Not less than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, the Company shall deliver written notice thereof to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Parent Guarantor or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise Holder’s receipt of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act a Change of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periodsControl Notice, and (iiiz) listed for trading on each principal exchange the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or market on any portion of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the shares Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Common Stock Control, the Company may redeem (a “Company Change of Control Redemption”) all but not less than all of this Note by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company were is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then tradedit must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The Redemption Price portion of this Note subject to redemption pursuant to this Section 5(b) shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two sum of (2A) business days the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the “Change of Control Redemption DatePrice”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined belowevent of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) on the Redemption Date less the Exercise Price, multiplied is intended by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) parties to be, and shall prohibit exercise be deemed, a reasonable estimate of the Warrant otherwise permitted pursuant Holder’s actual loss of its investment opportunity and not as a penalty. NONCIRCUMVENTION. Each of the Company and the Parent Guarantor hereby covenants and agrees that such Person will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB")Note, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined and will at all times in good faith by the Board of Directors carry out all of the Company or, at provisions of this Note and take all action as may be required to protect the option of a majority-in-interest rights of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for Not less than ten (10) consecutive Trading Days (as defined below) is equal days prior to or greater than $7.50the consummation of a Change of Control, to the Company shall deliver a written notice thereof to the Holder (a "Change of Control Notice") setting forth a description of such transaction in reasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Company or any of its Subsidiaries (the "Announcement Date"), upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder's receipt of a Change of Control Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Holder Change of Control Redemption") all or any portion of this Note by delivering written notice thereof (a "Holder Change of Control Redemption Notice") to the Company, which Holder that Change of Control Redemption Notice shall indicate the Redemption Amount the Holder is electing to require the Company will to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a "Company Change of Control Redemption" and, together with a Holder Change of Control Redemption, a "Change of Control Redemption") all but not less than all of this Warrant Note by delivering written notice (a "Company Change of Control Redemption Notice" and, together with a Holder Change of Control Redemption Notice, a "Change of Control Redemption Notice") to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the "Change of Control Redemption DatePrice") at ). Redemptions required by this Section 5 shall be made in accordance with the Redemption Price (as defined below) provided, however, that the Company provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such right if and only if (x) for a period redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through Company's redemption of any portion of the Redemption DateNote under this Section 5(b), the Warrant Shares issuable upon exercise Holder's damages would be uncertain and difficult to estimate because of the Warrants are (iparties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, is intended by the holder of this Warrant (or may otherwise parties to be, and shall be resold publicly without restriction) and sales deemed, a reasonable estimate of the Warrant Shares may be made continuously thereunder during such time periods, Holder's actual loss of its investment opportunity and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (not as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationpenalty.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control (but from and after an Effective Registration, not prior to the public announcement of such Change of Control), the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period (the “Change of Control Measuring Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price (the “Change of Control Redemption Price”) equal to the greatest of (i) the sum of (A) the product of (x) the Conversion Amount being redeemed and (y) at all times during such thirty the quotient determined by dividing (30I) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise Closing Sale Price of the Warrants are Class A Common Stock immediately following the public announcement of such proposed Change of Control by (iII) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, Conversion Price and (iiiB) listed for trading on each principal exchange or market on which the shares Present Value of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg")Interest, or (ii) if the OTCBB is not sum of (A) the principal trading market value of the consideration, assuming that the entire Conversion Amount being redeemed were converted into shares of Class A Common Stock at the then prevailing Conversion Rate, issuable per share of Common Stock in such Change of Control for the shares entire Conversion Amount being redeemed and (B) the Present Value of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or Interest (if any) and (iii) the sum of (A) the Conversion Amount being redeemed and (B) the Present Value of Interest (if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price any). Redemptions required by this Section 5 shall be made in accordance with the fair market value as reasonably determined provisions of Section 12 and shall have priority to payments to stockholders in good faith by connection with a Change of Control. In addition to the Board of Directors of the Company orforegoing, at the option of a majority-in-interest time of the holders consummation of any such Change of Control, the outstanding WarrantsCompany shall pay to the Holder an amount in cash equal to the Present Value of Interest (if any) for any Conversion Amount converted pursuant to the provisions of Section 3 hereof during the Change of Control Measuring Period. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by an independent investment bank the Holder into shares of nationally recognized standing in the valuation of businesses similar Class A Common Stock pursuant to the business of the corporationSection 3.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]5 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(vi) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day (3.1 In the "Calculation Date") on which event the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is Purchasers do not purchase Shares with an aggregate purchase price equal to or greater than Three Million Dollars ($7.503,000,000) on or before the Purchase Expiration Date, (i) each Purchaser shall have the right to require the Company to redeem all, but not less than all, Shares held by such Purchaser and (ii) the Company shall have the right, at its option to redeem all issued and outstanding Shares upon the terms and conditions set forth in this Section 3. The parties agree that stockholders holding a majority of the Common Stock outstanding as of the date of this Agreement may authorize the exercise of the Company's right to redeem as set forth in this Section 3.1. 3.2 In the event a Purchaser or the Company desires to exercise its right as set forth in Section 3.1 hereof, such exercising party shall deliver a written notice (the "Redemption Notice"i) to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have and all other Purchasers if such right if and only if (x) for exercising party is a period of thirty (30) days prior to the Calculation Date and (y) at all times during such thirty (30) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg")Purchaser, or (ii) to all Purchasers if such exercising party is the OTCBB is not Company, notifying such parties of the principal trading market for redemption to be effected, specifying the shares number of Common StockShares to be redeemed, the last reported sale price date on which the principal trading market for redemption shall occur (which date shall be no later than ten (10) business days after the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as date of such date on any of the foregoing baseswritten notice), the Closing Price manner and place at which payment will be made and at which certificates will be surrendered. 3.3 Any Shares the Company redeems pursuant to this Section 3 shall be the fair market value redeemed at a price of One Dollar ($1.00) per share (as reasonably determined in good faith adjusted for any stock dividends and stock splits) by the Board of Directors of the Company ordelivery, at the option Company's option, of either: (1) cash or (2) a majority-in-interest promissory note in the form attached hereto as EXHIBIT C in the amount of the holders of aggregate redemption price. 3.4 On the outstanding Warrantsdesignated redemption date, by an independent investment bank of nationally recognized standing each Purchaser holding Shares to be redeemed shall surrender to the Company the certificate or certificates representing such Shares, in the valuation of businesses similar to manner and at the business of place designed in the corporation.redemption notice, and thereupon the redemption

Redemption Right. The Company shall be entitledAt least forty-five (45) days before the consummation of a Change of Control, on any day but in no event later than fifteen (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (3015) days prior to the Calculation Date and record date for the determination of stockholders entitled to vote with respect thereto (y) at all times during or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time requirement because of the nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be calculated based upon exercise the Holder’s receipt of the Warrants are later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the date that is fifteen (15) Trading Days after the later of the consummation of such Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company. The Note shall be redeemed by the Company in cash at a price equal to the sum of (i) authorized the amount of any accrued and reserved for issuance, unpaid Interest on the Principal through the date of such redemption payment together with the amount of any accrued and unpaid Late Charges and (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant an amount equal to one hundred and ten percent (or may otherwise be resold publicly without restriction110%) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and Principal then outstanding (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "“Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"”), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[__]2 for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 2 250% of the offering price. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any Redemption Notice prior provision of Section 2(e) herein. The Company’s right to call the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (iWarrants under this Section 2(f) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall (i) Beginning on the Initial Exercise Date, this Warrant may be entitledredeemed at the option of the Company, on in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any day (time after the "Calculation Date") date on which (i) the Closing Price (as defined below) of the Common Stock VWAP exceeded $[ ] for ten (10) consecutive Trading Days and (as defined belowii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is equal to or greater than $7.50, to deliver a written notice 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the "“Redemption Notice") Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Holder that the Company will redeem Company. (iii) Notice of redemption of this Warrant (the "“Redemption Date"Notice”) shall be given at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of least thirty (30) days prior to the Calculation Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (yiii) at all times during taking such thirty other steps as may be required under applicable law. (30iv) day period From and continuing after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (i1) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing have honored in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to accordance with the terms of this Warrant during all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the pendency Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of any Redemption Notice prior all such Warrant Shares to the payment of the Redemption Price. "Trading Day" shall mean any day on which Holder, (3) the Common Stock is traded shall be listed or quoted for any period trading on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any dateTrading Market, (i4) means the last reported sale price for the there is a sufficient number of authorized shares of Common Stock on for issuance of all Warrant Shares, and (5) the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Holder ("Bloomberg"), or (iiWarrants under this Section 2(f) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be exercised ratably among the fair market value as reasonably determined in good faith by the Board Holders based on each Holder’s initial purchase of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. The Company shall be entitled, on any day No sooner than fifteen (the "Calculation Date"15) on which the Closing Price (as defined below) of the Common Stock for days nor later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation Date consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price equal to the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) at all times during such thirty the quotient determined by dividing (30A) day period and continuing through the Redemption Date, the Warrant Shares issuable upon exercise Closing Sale Price of the Warrants are Common Stock immediately following the public announcement of such proposed Change of Control by (iB) authorized the Conversion Price and reserved for issuance, (ii) registered 105% of the Conversion Amount being redeemed from the Issuance Date until six months from the Issuance Date, 110% of the Conversion Amount being redeemed from the end of such six month period until the first anniversary of the Issuance Date, and 120% of the Conversion Amount being redeemed thereafter (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for resale redemption under the Securities Act of 1933this Section 5(c) (together with any interest thereon) may be converted, as amendedin whole or in part, by the holder Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Warrant (or may otherwise be resold publicly without restriction) and sales of Note pursuant hereto, the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price amount redeemed shall be paid by deducted from the Company Installment Amounts relating to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (applicable Installment Dates as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant during the pendency of any Redemption Notice prior to the payment of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (i) means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing set forth in the valuation Change of businesses similar to the business of the corporationControl Redemption Notice.

Redemption Right. The Company shall be entitled, on any day (the "Calculation Date") on which the Closing Price (as defined below) of the Common Stock for No later than ten (10) consecutive Trading Days (as defined below) is equal to or greater than $7.50, to deliver a written notice (the "Redemption Notice") to the Holder that the Company will redeem this Warrant (the "Redemption Date") at the Redemption Price (as defined below) provided, however, that the Company shall have such right if and only if (x) for a period of thirty (30) days prior to the Calculation consummation of a Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date and (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) at all times during the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) days after the date of the consummation of such thirty (30) day period and continuing through the Redemption DateChange of Control, the Warrant Shares issuable upon exercise Holder may require the Company to redeem (a “Change of the Warrants are (iControl Redemption”) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder all or any portion of this Warrant Note by delivering written notice thereof (or may otherwise be resold publicly without restriction“Change of Control Redemption Notice”) and sales to the Company, which Change of Control Redemption Notice shall indicate the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which Note Amount the shares of Common Stock of Holder is electing to require the Company were then tradedto redeem. The Redemption Price portion of this Note subject to redemption pursuant to this Section 5(b) shall be paid redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Holder within two Note Amount being redeemed (2the “Change ​ ​ of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) business days are deemed or determined by a court of competent jurisdiction to be prepayments of the Redemption DateNote by the Company, such redemptions shall be deemed to be voluntary prepayments. The "Redemption Price" shall equal parties hereto agree that in the Closing Price (as defined below) on event of the Redemption Date less Company’s redemption of any portion of the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in Note under this Section 1(b) shall prohibit exercise 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the Warrant otherwise permitted pursuant parties’ inability to predict future interest rates and the terms of this Warrant during the pendency of any Redemption Notice prior to the payment uncertainty of the Redemption Price. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the Over-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as availability of any date, (i) means the last reported sale price a suitable substitute investment opportunity for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if the last reported sale price cannot be determined as of such date on any of the foregoing bases, the Closing Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporationHolder.