Common use of Call Provision Clause in Contracts

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a “Warrant” having a higher Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price. A Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice with respect to any (such lower price the “Warrants” issued Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysReset Price.

Call Provision. IfSubject to the provisions of Section 2(e), at any time commencing four (4Section 2(f) months and this Section 2(g), if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal 20 Trading Market as reported by Bloomberg L.P. exceeds 130% Days out of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (viiii) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingEquity Conditions are then satisfied, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.01 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants issued pursuant to sale limitations, for the Purchase Agreement in proportion to the amount resale of Warrants held by all such Holders Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect Transaction Documents, and (5) the issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may shall not cause a breach of any provision of Section 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 2(g) shall be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market of the Common Stock as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement PeriodDate”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iviii) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (viv) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (viv) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personallyDate. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York)) for consideration equal to $0.001 per Warrant Share. In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Termination Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event (i) that during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the principal Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Warrant” having Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price, and (ii) that on the applicable Warrant Share Delivery Date related to an exercise in respect of a higher Call Notice, the one day VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. on the immediately preceding Trading Day does not exceed 140% of the Exercise Price, then the Company shall issue on such Warrant Share Delivery Date additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased shall equal 140% of the Exercise Price. A Call Notice with respect to any “WarrantsTrading Market” issued pursuant to means the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysOTCQB.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on average daily volume for each day during the in such Measurement Period exceeds $2,000,000500,000 shares traded per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial 90th calendar day following the Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 200,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .10 per underlying Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time commencing four (4) months if after the Initial Effective Date (as defined in 12 month anniversary of the Registration Rights date of the Purchase Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); "MEASUREMENT PERIOD", which period shall not have commenced until after the Effective Date) exceeds $4.00 (the "THRESHOLD PRICE") and (ii) the aggregate value of average daily trading volume for the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Threshold Period exceeds $2,000,000100,000 shares (both adjusted for any stock splits, (iii) there is an effective registration statement under reverse splits and the Securities Act of 1933, as amended covering like occurring after the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingInitial Exercise Date), then the Company may may, within two Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "CALL"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "CALL NOTICE"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "CALL DATE"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as traded on the American Stock Exchange, Inc. (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $2.64 (appropriately adjusted for any time commencing four (4) months stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Effective Date date hereof) for twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement)) has been declared effective, the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Holder within one business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole or in part, at a redemption price equal to $1.47 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) all of Warrant Shares issuable upon the VWAP exercise of this Warrant either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock on at all times during the principal Trading Market Notice Period or (B) no longer constitute Registrable Securities (as reported by Bloomberg L.P. exceeds 130% of defined in the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); Registration Rights Agreement): (ii) the aggregate value number of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon the exercise of this Warrant, Warrants included in such notice of redemption does not exceed the cumulative trading volume of the Common Stock on any stock exchange or market on which the Common Stock may then be traded for the thirty (30) consecutive trading days prior to the first day of the Notice Period; (iii) the Company has not issued a warrant redemption notice on any other series of warrants within 60 days of the first day of the Notice Period; and (iv) the Holder first day of such Notice Period is not in possession within 365 days of any information provided by the First Closing Date or within 90 days of the Termination Date. In the event that less than all of the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice Warrants (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants are called pursuant to this Section 2(g) within three (3) Trading Days following 14, any call of less than all the last day Company Warrants shall be on a pro rata basis for each holder of Company Warrants. Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Measurement Notice Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt term “Company Warrants” means a series of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date Warrants of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received like tenor issued by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount and initially covering an aggregate of Warrants held by all such Holders on the date 4,991,434 shares of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysCommon Stock.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $[ ] (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of any such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d)(i) and this Section 2(f), at any time if (A) commencing four on the six (46) months month anniversary of the Initial Exercise Date, the VWAP of the Common Stock for each of 10 consecutive Trading Days (such 10 consecutive Trading Day period, the “Measurement Period”) equals or exceeds $2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Effective Date (as defined in the Registration Rights AgreementExercise Date), then the Company may, within three (i3) Trading Days of the end of such Measurement Period, call for the cancellation of up to 50% of the Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, a “Call”) for consideration equal to $.001 per Warrant Share, and (B) commencing on the twelve (12) month anniversary of the Initial Exercise Date, the VWAP of the Common Stock on the principal each Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price Day in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the a Measurement Period equals or exceeds $2,000,0002.625 (subject to adjustment for forward and reverse stock splits, (iii) there is an effective registration statement under recapitalizations, stock dividends and the Securities Act of 1933, as amended covering like after the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingInitial Exercise Date), then the Company may may, within three (3) Trading Days of the end of such Measurement Period, call for the cancellation of that portion up to all of this the remaining Warrant Shares for which an a Notice of Exercise Notice has not yet been delivered as of to the date of the Call Notice Company (as defined belowsuch right, also a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call for cancellation of the Warrants pursuant this Warrant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The which such Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of applies. If the conditions set forth below for such Call Notice if not delivered personally. On are satisfied from the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Company by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrant Shares shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless (a) from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Common Stock shall be listed or quoted for trading on the Trading Market and (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, (b) if the Warrant Shares are subject to a lock-up agreement that is required by a placement agent, the Call occurs at least 90 days following the expiration of such lock-up agreement, and (c) with respect to any Warrants which if exercised pursuant the Warrant Shares that are subject to the Call, the issuance of such Warrant Shares upon exercise of this Warrant by the Holder shall not cause a breach of Section 2(a2(d)(i) would cause such Holder to exceed herein, provided that, solely for purpose of this clause (c) of this Section 2(f), the Beneficial Ownership Limitation. Unless otherwise agreed Limitation shall be deemed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days9.99%.

Call Provision. IfSubject to the provisions of Section 2(d) or Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $5.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 100,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per .001per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Cali Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice ls received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrantall such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice must shall not cause a breach of any provision of Section 2(d) or Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Business Days (the “Measurement Period”,” which 20 consecutive Business Day period shall not have commenced until after the Effective Date) exceeds $5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily minimum volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 75,000 shares of Common Stock issuable upon exercise of this Warrantper Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved]Company, and (viiv) no Event there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of Default (as defined in the Note issued shares issuable pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then Transaction Documents (and the Company may believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within 1 Business Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the 20th Business Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130150% of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]a portion of the Note principal is still outstanding, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised would result in a purchase price in excess of two times the amount owed on the Note. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 20 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to The Holder may pay for one the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Dayssuch amount.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “"Measurement Period”"); (ii) the aggregate value of the shares of the Company’s 's common stock traded on its principal Trading Market trading market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there Rule 144 is an effective registration statement under available for the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “"Call Notice”") of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “"Call Date”"), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will must be cancelled at exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect to Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any outstanding “Warrant” issued warrants purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a “Warrant” having a higher Call Notice, the price of the Company's Common Stock on the trading market falls below the Exercise Price. A Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice with respect to any “Warrants” issued (such lower price the "Reset Price"), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysReset Price.

Call Provision. IfSubject to the provisions of Section 3.4 and this Section 3.5, at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)date of issuance, (i) the VWAP for each of 20 consecutive trading days (the Common Stock on “Measurement Period,” which 20 consecutive trading day period shall not have commenced until after the principal Trading Market as reported by Bloomberg L.P. date of issuance) exceeds 130300% of the Exercise Price in effect (subject to adjustment for ten (10) consecutive Trading Days (forward and reverse stock splits, recapitalizations, stock dividends and the “Measurement Period”like after the date of issuance); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. daily dollar volume on each trading day during the Measurement Period exceeds $2,000,000300,000 per trading day, and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Registered Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one trading day of the end of such Measurement Period, call for cancellation of that all or any portion of this such Warrant for which an Exercise Notice exercise notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Registered Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of such Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this such Warrant subject to such Call Notice for which an Exercise Notice exercise notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth trading day after the date the Call Notice is received by the Registered Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of such Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices exercise notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given to the Holder with respect to The parties agree that any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, exercise notice delivered following a Call Notice must which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under such Warrant. For example, if (A) a Warrant then permits the Registered Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Registered Holder tenders an exercise notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under such Warrant to acquire 25 Warrant Shares will be given to all other holders of Warrants automatically cancelled, (y) the Company, in the time and manner required under such Warrant, will have issued pursuant and delivered to the Purchase Agreement Registered Holder 50 Warrant Shares in proportion to respect of the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect Notice, and (z) the Registered Holder may, until the Expiration Date, exercise such Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the Beneficial Ownership Limitationprovisions of this Section 3.5, the Company may deliver subsequent Call Notices for any portion of such Warrant for which the Registered Holder shall not have delivered an exercise notice. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant Notwithstanding anything to the Purchase Agreement having contrary set forth in such Warrant, the lowest Exercise Price of such “Warrants” before Company may not deliver a Call Notice may be given to a “Warrant” having a higher Exercise Price. A or require the cancellation of such Warrant (and any such Call Notice with respect to any “Warrants” issued pursuant to shall be void), unless, from the Purchase Agreement may not be given more frequently than one beginning of the Measurement Period through the Call Date, (1) time the Company shall have honored in accordance with the terms of this Warrant Agreement all exercise notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (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 Registered Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares under such Warrant, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 3.4 herein. The Company’s right to call the Warrants under this Section 3.5 shall be exercised ratably among the Holders based on each twenty (20) Trading DaysRegistered Holder’s initial purchase of Warrants.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 250% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 200% of the Initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten five (105) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0001,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half100%, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(g), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000100,000 shares per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(g) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time commencing four (4) months if after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of 10 consecutive Trading Days (the Common Stock on "Measurement Period", which period shall not have commenced until after the principal Trading Market as reported by Bloomberg L.P. Effective Date) exceeds 130% of the Exercise Price in effect for ten (10subject to adjustment as set forth herein) consecutive Trading Days (the “Measurement Period”"Threshold Price"); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within five Trading Days of the end of such period, call for cancellation redemption of that all or any portion of this Warrant for $0.01 per share (the "Call Price") for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "Call Date"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysAgreement.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in Date, the Registration Rights Agreement), (i) the VWAP Closing Price for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); (ii, which 20 Trading Day period shall not have commenced until after the Effective Date) the aggregate value exceeds 250% of the shares of then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during like after the Measurement Period exceeds $2,000,000, Initial Exercise Date) (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending“Threshold Price”), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the 30th Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company’s right to Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must Warrant shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysCommon Stock.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial two year anniversary of the Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”, which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Threshold Price”); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 100,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information provided furnished by the Company that constitutes constitutes, or might constitute, material nonpublic non-public information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within two Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must Warrant shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than [ ]% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than [ ]% of the Initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar volume for such Measurement Period exceeds $2,000,000, [ ] per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. If, at any time commencing four (4) months after Subject to the Initial Effective Date (as defined in the Registration Rights Agreementprovisions of this Section 2(e), if (i) the VWAP Weighted Average Closing Price for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ) exceeds one and one-half (1.5) times the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the original Issue Date) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 3 Trading Days of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ); indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityLos Angeles time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkLos Angeles time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (Los Angeles time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Measurement Period through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time each twenty the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (20Los Angeles time) on the Call Date, and (2) the Common Stock shall be listed or quoted for trading on the Trading DaysMarket, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all securities under the Transaction Documents.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $4.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date of this Warrant); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, (iii) there is an effective registration statement under recapitalizations, stock dividends and the Securities Act of 1933, as amended covering like after the resale of the shares of Common Stock issuable upon exercise issuance date of this Warrant, ) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is sent by the Company (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Measurement Period through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (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, and (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein (i.e., the Company may only call such portion of the Warrant as to which Holder is entitled to exercise in accordance with Section 2(d)). The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each twenty (20) Trading DaysHolder’s initial purchase of Warrants from the Company.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in Date, the Registration Rights Agreement), (i) the VWAP last sale price of the Common Stock has been at least $24.00 (subject to adjustment for reverse and forward stock splits and the like)) on the principal each of 20 Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) Days within any 30 consecutive Trading Days (the “Measurement Period”); ,” which Measurement Period shall not have commenced until after the Effective Date, and which Measurement Period shall end three (ii3) the aggregate value Trading Days prior to delivery of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant Call Notice to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingHolders), then the Company may call for cancellation of that portion not less than all of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30th ) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein, and (6) the Company has not provided the Holder any information that constitutes, or might constitute, material non-public information. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four In the event that both of the following conditions are met (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement“Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% for each of the Exercise Price in effect for ten (10) consecutive Trading Days trading days, equals or exceeds two (2) times the “Measurement Period”Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is Warrant Shares are subject to an effective registration statement under (“Registration Statement”) filed with the Securities Act of 1933& Exchange Commission. If the Call Conditions are satisfied concurrently, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, within thirty (v30) [reserved]calendar days of such day, and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this the remaining Warrant Shares for which an a Notice of Exercise Notice Form has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the registered Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Notice of Exercise Form for which an Exercise any portion of this Warrant subject to such Call Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. Company within thirty (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York30) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on calendar days after the date of the Call Notice Notice, then such portion shall be forfeited in its entirety without giving effect payment or consideration to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysregistered Holder.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 250% of the then Exercise Price and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four In the event that both of the following conditions are met (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement“Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% for each of the Exercise Price in effect for ten (10) consecutive Trading Days business days, equals or exceeds three (3) times the “Measurement Period”Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is Warrant Shares are subject to an effective registration statement under (“Registration Statement”) filed with the Securities Act of 1933& Exchange Commission. If the Call Conditions are satisfied concurrently, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, within thirty (v30) [reserved]calendar days of such day, and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this the remaining Warrant Shares for which an a Notice of Exercise Notice Form has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the registered Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Notice of Exercise Form for which an Exercise any portion of this Warrant subject to such Call Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. Company within thirty (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York30) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on calendar days after the date of the Call Notice Notice, then such portion shall be forfeited in its entirety without giving effect payment or consideration to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Daysregistered Holder.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____3 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 175,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice _________________________________ 3 300% of Exercise Price. of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e), at any time commencing four (4) months and this Section 2(f), if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect average closing sale price for ten (10) consecutive 30 Trading Days (the “Measurement Period,”) exceeds 500% of the Exercise Price (subject to adjustment pursuant to Section 3(a); ), (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 100,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is has not in been provided with any possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 1.285 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Measurement Period through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (2) the Warrant Shares shall be eligible for legend removal pursuant to Rule 144, and there shall be no Public Information Failure (3) the Common Stock shall be listed or quoted for trading on the Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each twenty (20) Trading DaysHolder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(e), at any time commencing four (4) months if, after the Initial Effective Date (as defined in effective date of a registration statement under the Registration Rights Agreement)Securities Act providing for the resale of the Warrants, (i) the VWAP VWAP, as defined below, for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,00050,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 5 Trading Days of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance Any unexercised portion of this Warrant to which the foregoingCall Notice does not pertain will be unaffected by such Call Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company covenants may not deliver a Call Notice or require the cancellation of this Warrant (and agrees that it will honor any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices that are tendered on or before 5:29 delivered by 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not , and (2) the Registration Statement shall be given effective as to all Warrant Shares and the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(e) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four if, after thirteen (413) months after from the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Initial Exercise Date) exceeds 300% of the then Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Underwriting Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationor any of its officers, (v) [reserved]directors, and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (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 Holder, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) 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 Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of then issued and outstanding Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysUnderwriting Agreement.

Call Provision. IfSubject to the provisions of Section 2(f), at any time commencing four following the ninety (490) months after the day anniversary of Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $0.001 per Warrant Share up to one-half, in the aggregate, 8% of the Warrant Shares issuable upon full aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). To exercise of this Warrant. The right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30) day following the Payment Date (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will the Company shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date exercises following receipt of the Call Notice without giving effect Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the Beneficial Ownership Limitation. A provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysExercise.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, __________ per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Company’s registration statement (file #333-208638) shall be effective as to any Warrants which if exercised pursuant all Warrant Shares and the prospectus thereunder available for the issuance to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the date issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial earlier of the Effective Date (as defined in or the Registration Rights Agreement)expiration of the Rule 144 holding period for cashless exercise, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 5 consecutive Trading Days (the “Measurement Period”,” which 5 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $1.75 (adjusted for any subsequent stock splits, reverse splits and similar capital adjustments); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) and the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (iii) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in and the Registration Rights Agreement)Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”,” which twenty (20) consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date hereof); , the Company may, within one (ii1) the aggregate value Trading Day of the shares end of the Company’s common stock traded on its principal Trading Market as reported by Bloombergsuch Measurement Period, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion up to 680,000 2 of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 50% of the Warrant Shares represented by this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section Section 2(f), at any time commencing four (4) months if, after the Initial date a registration statement registering the sale of all of the Warrant Shares has been declared effective by the Commission (the “Effective Date (as defined in the Registration Rights AgreementDate”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000100,000 shares per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Call Notice without giving effect Warrant Shares, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions hereof, at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Issuance Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”) exceeds $0.17 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like, including proportional adjustments lower if the Exercise Price is lowered); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar trading volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending50,000 per Trading Day, then the Company may may, call for cancellation of that all or any portion of this Warrant for which an a Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .00001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York CityCity time) on the fifteenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Securities subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant Securities, (B) a Call Notice pertains to of the 75 Warrant Securities, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Securities will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 of the Warrant Securities in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered an Exercise Notice. Notwithstanding anything to Section 2(a) would cause the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Holder Call Notice shall be void), unless, from the end of the Measurement Period through the Call Date, a Registration Statement shall be effective as to exceed all Warrant Securities and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Warrant Securities. The Company’s right to call the Warrants under this Section 2(e) shall be exercised ratably among the Holders based on the date each Holder’s initial purchase of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP Closing Price for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.45 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value trading volume of the shares of Common Stock on the Company’s common stock traded on its principal Trading Market as reported by Bloombergshall exceed 1,000,000 shares (subject to adjustment for forward and reverse stock splits, L.P. on stock dividends, recapitalizations and the like) per Trading Day for each day Trading Day during the Measurement Period exceeds $2,000,000Period, and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within two (2) Trading Days of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the beginning of the Measurement period through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by 6:30 p.m. (New York City time) on the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain or which is exercised prior to 6:30 p.m. (New York)York City time) on the Call Date will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Closing Price for each Trading Day during the period from the beginning of the Measurement Period through the Call Date shall have exceeded $0.45, (2) the trading volume of the Common Stock on the Trading Market shall exceed 1,000,000 shares (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) per Trading Day for each Trading Day during the Measurement Period through and including the Call Date, (3) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered anytime from the Initial Exercise Date through 6:30 p.m. (New York City time) on the Call Date, and shall have delivered such shares to any Warrants which the Holder without restrictive legends (or shall have removed restrictive legends) if exercised pursuant so required under the terms hereof or the terms of the Securities Purchase Agreement, and (4) the Registration Statement shall be effective as to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrantall such Warrant Shares, and (5) the Common Stock shall be listed or quoted for trading on the Trading Market, and (6) there is a Call Notice must be given to sufficient number of authorized and reserved shares of Common Stock for issuance of all other holders Securities under the Transaction Documents, and (7) the issuance of the total number of Warrant Shares underlying the number of Warrants issued pursuant to the Purchase Agreement specified in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect would not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion Holder, and (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 [300]% of the then Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds 250% of the then Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 100,000 shares per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 5:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued all such Warrant Shares to the Holder or all of such shares may be sold pursuant to Rule 144 upon cashless exercise without restrictions, and (3) the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect Transaction Documents, and (5) the issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) during any 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $9.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 500,000.00 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then-effective Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,00050,000 shares per Trading Day (adjusted for any stock splits etc.), (iii) there a Registration Statement is an effective registration statement under the Securities Act of 1933, as amended covering for the resale of all of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares, and (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $9.4335 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one Trading Day of the end of any such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the resale of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares by the Holder, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the date that is one hundred eighty (180) days following the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the date that is one hundred eighty (180) days following the Initial Exercise Date) exceeds $______1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average dollar daily volume for such Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Purchase Agreement in proportion Registration Statement, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the amount of Warrants held by all such under this Section 2(f) shall be exercised ratably among the Holders based on the date then outstanding Warrants. 1 300% of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ) exceeds 400% of the initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Purchase Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationor any of its officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (v1) [reserved]Trading Day of the end of such Measurement Period, call for cancellation of all, and (vi) no Event only all, of Default (as defined in the Note Warrants issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Ordinary Shares shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to shall not cause a “Warrant” having a higher Exercise Price. A Call Notice with respect to breach of any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1provision of Section 2(e) time each twenty (20) Trading Daysherein.

Call Provision. If, at any time commencing four (4) months after After the Initial Effective Trigger Date (as defined in herein) and until the Registration Rights Agreement)Termination Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for Company may, within ten (10) consecutive Trading Days (after the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergTrigger Date, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of this Warrant to which such notice applies; provided, however, that in order to exercise such right the Warrants pursuant to this Section 2(g) within three (3) VWAP on the Trading Days following Day immediately preceding the last day of date the Measurement Period. The Company delivers the Call Notice to the Holders must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt exceed the Exercise Price. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice if not delivered personally. On through and including the twentieth Call Date (20thas defined below), then this Warrant will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date of the Call Notice (such date and time, the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of void), unless, from Trigger Date through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company honors in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (2) a registration statement is effective as to all Warrant Shares and the prospectus thereunder available for the sale of all such Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Warrant Shares underlying each twenty Holder’s Warrants. For the purposes of this section 2(f), the “Trigger Date” shall mean the date that is thirty (2030) Trading Daysdays following the public announcement by the Company of the top-line results from the phase 1b clinical trial of LTI-03 in patients with idiopathic pulmonary fibrosis, including a statement that there were no drug-related adverse events that resulted in a discontinuation of the trial.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four if, after thirteen (413) months after from the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Initial Exercise Date) exceeds 300% of the then Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Underwriting Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (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 Holder, and (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (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 Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of then issued and outstanding Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysUnderwriting Agreement.

Call Provision. IfSubject to the provisions of this Section 1(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 300% of the then current Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar volume for such Measurement Period exceeds $2,000,000, 5,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material, non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up Share; provided, however, that notwithstanding anything herein to one-halfthe contrary, in the aggregate, Company may not exercise its rights under this Section 1(f) to the extent the exercise of the Warrant Shares issuable upon full exercise would cause the Holder to be in violation of the Maximum Percentage (any portion of this WarrantWarrant that remains unexercised as a result of this sentence, the “Unexercised Portion”). The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 1(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Equity Conditions (as defined in the Certificate of Designation) shall be then met, (2) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and (4) the issuance of all Warrant Shares subject to all other holders a Call Notice shall not cause a breach of any provision of Section 1(d) herein. The Company’s right to call the Warrants issued pursuant under this Section 1(f) shall be exercised ratably among the Holders based on each Holder’s initial holding of Warrants. To the extent the Company is not permitted to exercise its rights under this Section 1(f) as a result of the Holder not being able to exercise this Warrant without exceeding the Maximum Percentage, then the Company may elect, upon delivery of written notice to the Purchase Agreement in proportion Holder (a “Repurchase Notice”), to repurchase all or a portion of such Unexercised Portion from the Holder at a price per Warrant Share equal to the amount difference between the greater of Warrants held by all (i) the Closing Sale Price on the last day of the Measurement Period and (ii) the then current Closing Sale Price of Common Stock as of the Trading Day immediately prior to the date of such Holders Repurchase Notice, less the then current Exercise Price per Warrant Share (the “Repurchase Price Per Warrant Share”). The Repurchase Notice shall set forth the date on which the closing of such repurchase shall occur (which date shall be no sooner than three (3) Trading Days from the date of the Call Notice without giving Repurchase Notice) (the “Repurchase Date”). The Repurchase Price Per Warrant Share shall be paid in cash by wire transfer of immediately available funds at the closing of such repurchase. The Holder agrees to execute and deliver all documents reasonably requested by the Company in order to effect and evidence such repurchase and to deliver any original Warrant covering such Unexercised Portion of the Warrant Shares to the Beneficial Ownership LimitationCorporation. A Call Notice must On the Repurchase Date, the Unexercised Portion subject to such repurchase shall automatically be given first converted into the right to receive the Repurchase Price Per Warrant Share without interest and without any further act or action of the Holder and whether or not an original Warrant with respect to any outstanding “Warrant” issued pursuant such Warrant Shares is surrendered or instruments of transfer are delivered to the Purchase Agreement having Company; provided, that the lowest Exercise Company shall not be obligated to pay the Repurchase Price Per Warrant Share for such Unexercised Portion unless and until all original Warrants for such Warrant Shares have been surrendered to the Company and all reasonably requested instruments of transfer have been executed by the Holder and delivered to the Company. From and after the Repurchase Date, unless there shall have been any default in the payment of the Repurchase Price Per Warrant Share, all rights of the Holder in the Unexercised Portion of Warrant Shares subject to repurchase (other than the right to receive the Repurchase Price Per Warrant Share in accordance with this Section 2(f)) shall cease and be of no further force and effect on such “Warrants” before a Call Notice may be given Repurchase Date, and such Warrant subject to a “Warrant” having a higher Exercise Price. A Call Notice with respect repurchase shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Dayspurpose whatsoever.

Call Provision. IfSubject to the provisions of Section 2(e), at any time commencing four (42(f) months and this Section 2(g), if, after the Initial Effective Date (as defined in one year anniversary of the Registration Rights Agreement)Closing Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.875 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market Equity Conditions (as reported by Bloomberg, L.P. on each day defined herein) have been met during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingPeriod, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, the Company has satisfied all Equity Conditions. The Company’s right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. For the purposes of this Section 2(g), “Equity Conditions” shall mean, during the period in question, (a) the Company shall have duly honored all exercises scheduled to occur or occurring by virtue of one or more Notices of Exercise of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Company shall have paid all liquidated damages and other holders amounts owing to the applicable Holder in respect of Warrants issued the Warrant, (c)(i) there is an effective Warrant Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Purchase Agreement Transaction Documents (and the Company believes, in proportion to good faith, that such effectiveness will continue uninterrupted for the amount of Warrants held by foreseeable future) or (ii) all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued Warrant Shares issuable pursuant to the Purchase Agreement having the lowest Exercise Price Transaction Documents (and shares issuable in lieu of such “Warrants” before a Call Notice cash payments of dividends) may be given resold pursuant to Rule 144 without volume or manner-of-sale restrictions, so long as the Company is current with the public information requirements as determined by the counsel to the Company as set forth in a “Warrant” having written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders, (d) the Common Stock is trading on a higher Exercise Price. A Call Notice with respect to any “Warrants” issued Trading Market and all of the shares issuable pursuant to the Purchase Agreement Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Triggering Event (as defined in the Certificate of Designation) and no existing event which, with the passage of time or the giving of notice, would constitute a Triggering Event, (g) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 2(e) and Section 2(f) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Corporation that constitutes, or may not be given more frequently than one constitute, material non-public information, and (1j) time for each twenty (20) Trading Days.Day in a period of 20 consecutive Trading Days prior to the applicable date in question, the daily dollar trading volume for the Common Stock on the principal Trading Market exceeds $500,000 per Trading Day

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months on or after the one year anniversary of the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, if (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% for each of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (during which the Registration Statement is effective and available(the “Measurement Period”) exceeds $13.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 250,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the “cashless exercise” of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Measurement Period through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for the sale of all such Warrant Shares to the Holder (and the Company has no reason to believe that the use of such prospectus will be suspended or otherwise unavailable for a period of thirty (30) days from such Call Date), and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein and (6) the Company otherwise is in compliance with each twenty (20covenant of any Transaction Document. The Company’s right to call the Warrants under this Section 2(g) Trading Daysshall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $1.80 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of any such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in earlier of the effective date of the Registration Rights AgreementStatement “Effective Date”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then Exercise Price and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(f) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) equals or exceeds $12.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Measurement Period through the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one Date, (1) time the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares 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 each twenty (20) Trading DaysHolder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP during any 20 of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 500,000.00 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any 1 300% of the then Exercise Price. portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period previous five (5) trading Days exceeds $2,000,000two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved]the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A When exercising this Warrant as a result of a Call Notice must be given first with respect Notice, the Holder may, at its election, pay for up to fifty percent (50%) of the Exercise Price for any outstanding “Warrant” issued Warrant Shares purchased pursuant to the Purchase Agreement having the lowest an Exercise Price of such “Warrants” before Notice submitted in response to a Call Notice may be given by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a “Warrant” having a higher Call Notice, the closing price of the Company’s Common Stock on the Trading Market falls below the Exercise Price. A Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice with respect to any for a period of three consecutive trading days (such lower price the “Warrants” issued Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysReset Price.

Call Provision. IfSubject to the provisions of Section 2(e), at any time commencing four (4Section 2(f) months and this Section 2(g), if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 100,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the Call Notice without giving effect shares shall not cause a breach of any provision of Section 2(e) or Section 2(f) herein. The Company’s right to call the Beneficial Ownership Limitation. A Call Notice must Warrants under this Section 2(g) shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 500,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) [reserved]any of its Subsidiaries, and (vi) no Event or any of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured their officers, directors, employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect issuance of all Warrant Shares subject to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may 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 given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “exercised ratably among the Holders based on each Holder’s initial purchase of Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time commencing four if, after thirteen (413) months after from the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Initial Exercise Date) exceeds the higher of 300% of the initial Exercise Price and 400% of the then Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily volume for such Measurement Period exceeds $2,000,000, 1,000,000 per Trading Day and (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Underwriting Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationor any of its officers, (v) [reserved]directors, and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured employees, agents or an event which with the passage of time or giving notice could become an Event of Default is pendingAffiliates, then the Company may in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (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 Holder, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) 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 Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all of the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of then issued and outstanding Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysUnderwriting Agreement.

Call Provision. IfSubject to the provisions hereof, at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Issuance Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”) exceeds $0.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like, including proportional adjustments lower if the Exercise Price is lowered); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the average daily dollar trading volume for such Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending50,000 per Trading Day, then the Company may may, call for cancellation of that all or any portion of this Warrant for which an a Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $0.001 .00001 per Warrant Share up to one-halfShare. To exercise this right, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York CityCity time) on the fifteenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all the Warrants shall first reduce to zero the number of Warrant Securities subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant Securities, (B) a Call Notice pertains to of the 75 Warrant Securities, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Securities will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 of the Warrant Securities in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered an Exercise Notice. Notwithstanding anything to Section 2(a) would cause the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Holder Call Notice shall be void), unless, from the end of the Measurement Period through the Call Date, a Registration Statement shall be effective as to exceed all Warrant Securities and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Warrant Securities. The Company’s right to call the Warrants under this Section 2(e) shall be exercised ratably among the Holders based on the date each Holder’s initial purchase of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement)Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130200% of the Exercise Price in effect for ten thirty (1030) consecutive Trading Days (the “Measurement Period”); ): (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,0003500,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, or the Warrant Shares subject to the Call Notice will immediately upon exercise pursuant to Section 2(b) be salable pursuant to Rule 144 without further restrictions including volume and manner of sale restrictions (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) [reserved], and (vi) no an Event of Default (as defined in the Note issued pursuant to the Purchase AgreementNote) which has not been timely cured or nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 3.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this WarrantShare. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) 12 within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth fifteenth (20th15th) Trading Day trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time commencing four (4) months if, after the Initial Effective Date (as defined in the Registration Rights Agreement)Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period,” which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 150% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends, and the like after the Initial Exercise Date) (the “Threshold Price”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may may, within three Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied for the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 5:00 p.m. (local time in New York CityArizona time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 5:00 p.m. (local time in New York City, New YorkArizona time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (i) this Warrant then permits the Holder to acquire 100 Warrant Shares, (ii) a Call Notice pertains to 75 Warrant Shares, and (iii) prior to 5:00 p.m. (Arizona time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (A) the Company shall have honored in accordance with respect the terms of this Warrant all Notices of Exercise delivered by 5:00 p.m. (Arizona time) on the Call Date, (B) the Registration Statement shall be effective as to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all Warrant Shares and the Beneficial Ownership Limitation. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, (C) the Common Stock shall be listed or quoted for trading on the date Trading Market, (D) there is a sufficient number of authorized shares of Common Stock for issuance of the Warrant Shares, and (E) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company’s right to Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must Warrant shall be given first with respect to any outstanding “Warrant” issued pursuant to exercised ratably among the Purchase Agreement having the lowest Exercise Price Holders based on each Holder’s initial purchase of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading DaysCommon Stock.